ABITIBIBOWATER INC: DBRS Comments on Debt Exchange Offer--------------------------------------------------------Dominion Bond Rating Service notes that AbitibiBowater Inc.announced the commencement of private offers to exchange certainoutstanding series of unsecured notes issued by its Bowater Inc.subsidiary (maturing in the 2009-2021 time period and totalling$1.8 billion) for new 10% second lien notes (due January 31, 2012)and 10.5% third lien notes (due March 31, 2012) to be issued byBowater Finance II LLC (Bowater Finance). Concurrent with thisexchange offer, Bowater Finance is offering$211.2 million of new 15.5% first lien notes due November 15,2011, to investors that subscribe to the exchange offer outlinedabove. Separately, Bowater Finance has entered into a notepurchase agreement with a private institutional investor, in whichthe investor has agreed to purchase, on a private placement basis,$80 million of first lien notes. Net cash proceeds from the firstlien notes offering will be used to repay amounts outstandingunder Bowater Inc.'s bank credit facilities.

DBRS placed the ratings of ABH and its subsidiary companies UnderReview with Negative Implications on October 30, 2008, due to therefinancing risk facing the Company over the near term -- a directresult of the ongoing global credit crisis. DBRS was concernedthat substantial debt maturities and limited cash availability mayadversely affect ABH's ability to successfully refinance debtmaturities in the next 12 months. The successful completion ofthe exchange offer of second and third lien notes and the newissue of first lien notes by Bowater Finance would eliminate thenear-term refinancing risk of one of ABH's subsidiaries. However,Abitibi-Consolidated Company of Canada still has a $347 millionterm loan due the end of March 2009, and a successful refinancingor repayment of this loan would be required to remove the UnderReview with Negative Implications designation.

The outlook for newsprint, market pulp and lumber markets -- thekey drivers of ABH's earnings and cash flows -- remains bleak.The rate of decline in North American newsprint consumption hasincreased in recent months and will require aggressive productioncurtailments to support current product prices. Failure to keepsupply close to demand would trigger another downward trend inprices that would negatively affect earnings and cash flows. Inaddition, reduced global economic activity has lowered demand forall paper and packaging products and the associated raw material,market pulp. Rapidly rising pulp inventories have had a negativeimpact on pulp prices, a condition that is expected to bemaintained through H1 2009, adding further pressure on corporateearnings. As a result, the near-term profitability outlook forABH is negative, as the benefits of a weaker Canadian dollar andstable, albeit low, lumber demand and prices (lumber demand andprices are close to trough levels for this cycle) are outweighedby the negative influence of weaker pulp and newsprint markets.ABH's credit profile is expected to worsen from 2008 levels. AtSeptember 30, 2008, ABH and subsidiary companies had cash of$295 million and about $76 million available under the BowaterInc. credit agreement. However, at current levels of cashconsumption, the Company will likely require additionaldivestiture proceeds to survive an extended period of depressedmarket conditions. At September 30, 2008, ABH had only completed$210 million of the planned $750 million of its 2008-2009 assetsale program, and the current challenging credit environment maylimit the ability of potential purchasers to raise sufficientfunds to finance acquisitions. ABH and its subsidiaries also facethe spectre of substantial debt maturities in the next threeyears. At September 30, 2008, debt due within one year amountedto $1 billion, of which $347 million is due March 31, 2009. Afurther $2.4 billion of debt comes due in 2010-2011. Failure torefinance these debt maturities, or raise sufficient cash fromdivestitures to pay down near-term debt maturities, would forcethe Company to restructure.

The last rating action on Advanced Micro Devices was a downgradeof the company's Corporate Family Rating to B3 on December 10,2008.

AMD's ratings were assigned by evaluating factors Moody's believeare relevant to the credit profile of the issuer, such as i) thebusiness risk and competitive position of the company versusothers within its industry, ii) the capital structure andfinancial risk of the company, iii) the projected performance ofthe company over the near to intermediate term, and iv)management's track record and tolerance for risk. Theseattributes were compared against other issuers both within andoutside of AMD's core industry and AMD's ratings are believed tobe comparable to those of other issuers of similar credit risk.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,California, is the world's second largest designer andmanufacturer of microprocessors. With an approximate 20% unitshare of the microprocessor market, AMD generated $5.8 billion ofrevenues for the fiscal year ended December 2008.

ALBERT S. FARKAS: Relative Bids $175,000 for Pa. Boarding House---------------------------------------------------------------Albert S. Farkas and Alberta H. Farkas will ask the United StatesBankruptcy Court for the Western District of Pennsylvania, subjectto higher and better offers, to approve the sale of a BoardingHouse and real property located at 1000 Fifth Ave. in McKeesport,Pennsylvania, to Christopher A. Farkas for $175,000.

Christopher Farkas, the proposed Buyer, will pay $30,000 to theEstate at the time of Closing. The Estate will finance thebalance of the purchase price at 7% per annum, amortized over 20years. The Buyer shall use his best efforts to secure privatefinancing at the earliest possible date. In any event, the Buyershall pay the loan balance in full within three years of the dateof Closing. All liens asserted by the Internal Revenue Service,Commonwealth of Pennsylvania Department of Revenue, Commonwealthof Pennsylvania Department of Labor & Industry, City ofMcKeesport, McKeesport Area School District, Allegheny County, andThe Municipal Authority of Westmoreland County shall remain infull force and effect until such time as the Buyer pays the fullamount of the purchase price. At that time, all liens shall bedivested and shall attach to the fund created from the sale. Theproperty is being sold in an "as is, where is" condition and freeand clear of all liens and encumbrances. The Closing is to beheld within 30 days of the Bankruptcy Court Order confirming thesale becoming final. The Debtors will sign a Special WarrantyDeed.

Complete information and inspection of the property to be sold canbe obtained by contacting the Debtors' attorney:

ALERIS INT'L: Lenders Shun Bank Debt; Loan Trades at 95% Discount-----------------------------------------------------------------Participations in a syndicated loan under which AlerisInternational Inc. is a borrower traded in the secondary market at5.50 cents-on-the-dollar during the week ended February 20, 2009,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 11.50percentage points from the previous week, the Journal relates.The loan matures December 15, 2013. Aleris pays 237.5 basispoints over LIBOR to borrow under the facility. The bank loancarries a Standard & Poor's default rating.

About Aleris International

Aleris International, Inc. produces and sells aluminum rolled andextruded products. Aleris operates primarily through tworeportable business segments: (i) global rolled and extrudedproducts and (ii) global recycling. Headquartered in Beachwood,Ohio, a suburb of Cleveland, the Company operates over 40production facilities in North America, Europe, South America andAsia, and employs approximately 8,400 employees. Aleris operates27 production facilities in the United States with eightproduction facilities that provided rolled and extruded aluminumproducts and 19 recycling production plants.

AMERICAN RESERVE: A.M. Best Withdraws Ratings Due to Merger-----------------------------------------------------------A.M. Best Co. said February 20, 2009, that it has withdrawn thefinancial strength rating (FSR) of B (Fair) and issuer creditrating (ICR) of "bb" of American Reserve Life Insurance Company(ARLIC) (Edmond, OK). Concurrently, A.M. Best has assigned acategory NR-5 (Not Formally Followed) to the FSR and an "nr" tothe ICR as a result of the merger with an affiliate company.

ARLIC was purchased by Heritage Guaranty Holdings, Inc. (Dallas,TX) in 1999 and is under the ultimate ownership of May's Trust,which also owns real estate operations including three publiclytraded real estate investment trusts. ARLIC was the leadinsurance entity of the group; however, the majority of insurancebusiness resides in Liberty Bankers Life Insurance Company (LBLIC)(Edmond, OK), a subsidiary of ARLIC.

Effective December 31, 2008, ARLIC was merged into LBLIC. The FSRsand ICRs of the remaining life/health subsidiaries of Heritage areunchanged.

ARAMARK CORP: S&P Changes Outlook to Stable, Keeps B+ Rating------------------------------------------------------------Standard & Poor's Ratings Services said that it revised itsoutlook on ARAMARK Corp. to stable from positive. At the sametime, S&P affirmed its ratings on ARAMARK, including the 'B+'corporate credit rating.

The outlook revision reflects S&P's expectation that ARAMARK's keycredit protection measures will remain closer to current levelsover the near term, compared with S&P's earlier expectations ofcredit measures strengthening to support an upgrade, includingleverage improving closer to 5x. Currently, S&P estimatesleverage as measured by total adjusted debt to EBITDA to beslightly more than 6x. Although S&P believes that the companycontinues to maintain a good liquidity position, S&P expects thatextremely challenging macroeconomic conditions will continue topressure operating performance in 2009.

Philadelphia, Pennsylvania-based ARAMARK had close to $6 billionof reported debt as of Jan. 2, 2009.

The ratings on ARAMARK continue to reflect its highly leveragedfinancial profile and significant cash flow requirements to fundinterest and capital expenditures. ARAMARK benefits from its goodposition in the competitive, fragmented markets for food andsupport services, and uniform and career apparel. These positionshave translated into a sizable stream of recurring revenues andhealthy cash flow generation.

"The stable outlook reflects our belief that ARAMARK will continueto generate meaningful cash flow and maintain sufficientliquidity, despite very weak macroeconomic conditions," saidStandard & Poor's credit analyst Mark Salierno. S&P still expectsthat the company's credit measures will improve in the near tointermediate term, albeit at a slower pace than previouslyanticipated. S&P estimates that if fiscal 2009 sales decline bylow- to mid-single digits and EBITDA margins remain near currentlevels, leverage would still fall below 6x and funds fromoperations to total debt would remain in the 10% area. If ARAMARKcan continue to improve key credit ratios, specifically leveragecloser to 5.5x, S&P could revise the outlook back to positive.

"Alternatively, if deteriorating economic conditions pressureperformance to the extent that cash flow generation and creditmeasures weaken meaningfully, S&P could consider revising theoutlook to negative," he continued.

Moody's notes that Associated has improved the quality of itsmultifamily portfolio in recent years, disposing of older, slower-growth assets and reducing its geographic concentration in Ohioand Michigan. These markets comprised 48% of property netoperating income as of 4Q08, down from 62% at year-end 2006. Witha newer, more diversified property portfolio, Moody's believesthat Associated is better positioned to weather what will likelybe very challenging operating conditions ahead.

Moody's notes that Associated's liquidity is adequate as it hassufficient capacity to fund its obligations through at least 2010.The REIT has a well-laddered debt maturity schedule with $72million maturing in 2009 and $79 million in 2010. Line of creditavailability was $129 million at year-end 2008 and, as amultifamily REIT, Associated has access to Fannie Mae and FreddieMac secured lending programs. Moody's expect Associated toutilize this source of funding to address upcoming maturitieswhile retaining ample line of credit capacity (the line expires in2011).

Moody's believes Associated's still high geographicconcentrations, small size, and reliance upon secured financingremain important credit challenges. In addition, effectiveleverage remains high (62% of gross assets) and fixed chargecoverage is modest at 1.6x for 2008. Moody's expects Associatedto make further progress with its portfolio repositioning effortsand goal to reduce leverage. But given the current economic andcapital markets environment, Moody's expect it will take time asmarket conditions allow.

Moody's indicated that a rating upgrade would depend on soundoperating performance, coupled with a reduction in effectiveleverage closer to 50% of gross assets and improvement in fixedcharge coverage to 1.8x. An ability to further reduce geographicconcentration would also provide upward momentum, as would ademonstrated capacity to grow. Downward ratings movement wouldreflect any significant deterioration in operating performance,measured by negative same store growth over several consecutivequarters. In addition, fixed charge coverage consistently below1.5x and leverage closer to 65% would also likely result in adowngrade.

Moody's last rating action with respect to Associated EstatesRealty Corporation was on July 19, 2007, when its ratings wereaffirmed with a positive outlook.

ATP OIL: Bank Loan Sells at 50% Discount in Secondary Market------------------------------------------------------------Participations in a syndicated loan under which ATP Oil & GasCorp. is a borrower traded in the secondary market at 50.33 cents-on-the-dollar during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 2.17 percentage pointsfrom the previous week, the Journal relates. The loan maturesDecember 30, 2013. ATP Oil & Gas pays 475 basis points over LIBORto borrow under the facility. The bank loan is unrated.

ATP Oil & Gas bank debt traded in the secondary market at 52.50cents-on-the-dollar during the week ended February 13, 2009,representing a drop of 3.07 percentage points from the previousweek.

As reported by the Troubled Company Reporter on January 7, 2009,the bank loan traded in the secondary market at 56.25 cents-on-the-dollar during the week ended January 2, 2009, representing adrop of 2.08 percentage points from the previous week.

ATP Oil & Gas Corp. is an international offshore oil and gasdevelopment and production company with operations in the Gulf ofMexico and the North Sea. The company trades publicly as "ATPG"on the NASDAQ Global Select Market. On the Net:http://www.atpog.com/

BANK OF AMERICA: Attorney General Subpoenas CEO Over Merrill------------------------------------------------------------New York State Attorney General Andrew Cuomo has subpoenaed Bankof America Chairperson and CEO Kenneth Lewis over the bank'spurchase of Merrill Lynch & Co., Susanne Craig and Dan Fitzpatrickat The Wall Street Journal report, citing people familiar with thematter.

According to WSJ, Mr. Cuomo is investigating whether BofA withheldinformation from investors in violation of state law. Mr. Cuomo,says WSJ, is trying to determine if investors were misled aboutthe depth of Merrill Lynch's losses in 2008 and whether details ofthe bonuses to Merrill Lynch workers should have been disclosed toinvestors.

Citing sources, WSJ states that investigators questioned formerMerrill Lynch CEO John Thain on Thursday about the nature of some$4 billion in bonuses to employees. According to the report, theinvestigators wanted to know why the September merger agreementcontained a nonpublic attachment that outlined the maximum Merrillcould pay. The report, citing a person familiar with the matter,says that Mr. Lewis has caught the regulators' attention when hesaid before the Congress earlier this month that he had "noauthority" over bonuses. The source said that the bonuses weredetailed in the merger agreement and part of the bonuses were paidin BofA stock, the report states.

WSJ, citing a person familiar with the matter, reports that theinvestigators studying how Merrill Lynch could have set and theninformed workers about the bonuses before the quarter closed. Theinvestigators want to find out whether trading losses wereadequately disclosed to shareholders and to the boards of eachcompany, and what the top executives approving the bonuses knewabout the losses.

According to WSJ, BofA chief administrative officer J. SteeleAlphin and Andrea Smith also received subpoena from Mr. Cuomo.The report says that Ms. Smith was involved in settingcompensation of several top Merrill Lynch executives.

WSJ relates that fears on BofA's possible nationalization led thebank's shares to drop another 14% on Thursday, closing at $3.93.Citing Mr. Lewis, WSJ states that policy officials in Washingtonsaid that the national option isn't on the table. Mr. Lewis hasurged the government to assure the public that there are no plansof nationalizing BofA, WSJ says.

About Bank of America

Bank of America is one of the world's largest financialinstitutions, serving individual consumers, small and middlemarket businesses and large corporations with a full range ofbanking, investing, asset management and other financial and risk-management products and services. The company provides unmatchedconvenience in the United States, serving more than59 million consumer and small business relationships with morethan 6,100 retail banking offices, nearly 18,700 ATMs and award-winning online banking with nearly 29 million active users.Following the acquisition of Merrill Lynch on January 1, 2009,Bank of America is among the world's leading wealth managementcompanies and is a global leader in corporate and investmentbanking and trading across a broad range of asset classes servingcorporations, governments, institutions and individuals around theworld. Bank of America offers industry-leading support to morethan 4 million small business owners through a suite ofinnovative, easy-to-use online products and services. The companyserves clients in more than 40 countries. Bank of AmericaCorporation stock is a component of the Dow Jones IndustrialAverage and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing itsacquisition of Merrill Lynch.

BANK OF AMERICA: Makes $402MM TARP Dividend Payment to Gov't------------------------------------------------------------Bank of America Corporation has made its first dividend payment tothe U.S. government under the Troubled Asset Relief Program.

The payment, totaling $402 million, reflects Bank of America'songoing commitment to paying back U.S. taxpayers. The paymentrepresents the dividend on the Fixed-Rate Cumulative PerpetualPreferred Stock issued in connection with the $45 billion ingovernment investments that Bank of America received in late 2008and early 2009.

Approximately $223 million relates to the federal government's $15billion investment in Bank of America made under the CapitalPurchase Program of the Troubled Asset Relief legislation and anadditional $50 million relates to the federal government's$10 billion investment in Bank of America as part of the agreementto acquire Merrill Lynch & Co., Inc. The remaining $129 millionstems from the government's $20 billion investment on January 16to help facilitate the acquisition of Merrill Lynch. Total cashdividend payments to the government in 2009 will reachapproximately $2.8 billion.

"It is our intention to pay back these loans, as soon aspossible," said Bank of America Chairman and Chief ExecutiveOfficer Ken Lewis. "In the meantime, we are using these funds tosupport the U.S. economy by extending credit to individuals andbusinesses."

Bank of America extended more than $115 billion in new creditduring the fourth quarter of 2008, of which about $49 billion wasin commercial non-real estate; $45 billion was in mortgages;nearly $8 billion was in domestic card and unsecured consumerloans; nearly $7 billion was in commercial real estate; more than$5 billion was in home equity products; and approximately$2 billion was in consumer Dealer Financial Services.

Bank of America also committed to assisting as many as 630,000customers to help them stay in their homes, representing more than$100 billion in mortgage financing. In 2008, the company modifiedapproximately 230,000 home loans -- representing more than $44billion in mortgage financing. Bank of America also modifiednearly 700,000 credit card loans for borrowers experiencingfinancial hardship last year.

About Bank of America

Bank of America is one of the world's largest financialinstitutions, serving individual consumers, small and middlemarket businesses and large corporations with a full range ofbanking, investing, asset management and other financial and risk-management products and services. The company provides unmatchedconvenience in the United States, serving more than59 million consumer and small business relationships with morethan 6,100 retail banking offices, nearly 18,700 ATMs and award-winning online banking with nearly 29 million active users.Following the acquisition of Merrill Lynch on January 1, 2009,Bank of America is among the world's leading wealth managementcompanies and is a global leader in corporate and investmentbanking and trading across a broad range of asset classes servingcorporations, governments, institutions and individuals around theworld. Bank of America offers industry-leading support to morethan 4 million small business owners through a suite ofinnovative, easy-to-use online products and services. The companyserves clients in more than 40 countries. Bank of AmericaCorporation stock is a component of the Dow Jones IndustrialAverage and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing itsacquisition of Merrill Lynch.

BEARINGPOINT INC: Organizational Meeting to Form Panel on Feb. 27-----------------------------------------------------------------Diana G. Adams, the United States Trustee for Region 2, will holdan organizational meeting on February 27, 2009, at 11:00 a.m. inthe bankruptcy cases of BearingPoint Inc., and its affiliates.The meeting will be held at the Office of the United StatesTrustee, 80 Broad Street, 4th Floor, in Manhattan (Tel: (212)510-0500).

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently one of the world's largest providers of management and technologyconsulting services to Global 2000 companies and governmentorganizations in more than 60 countries worldwide. Based inMcLean, Va., BearingPoint -- a former consulting arm of KPMG LLP-- has approximately 15,000 employees focusing on the PublicServices, Commercial Services and Financial Services industries.BearingPoint professionals have built a reputation for knowingwhat it takes to help clients achieve their goals, and workingclosely with them to get the job done. The Company's serviceofferings are designed to help clients generate revenue, increasecost-effectiveness, manage regulatory compliance, integrateinformation and transition to "next-generation" technology.

BERNARD L. MADOFF: Milberg Seeks Out Victims of Ponzi Scheme------------------------------------------------------------The Dealbook blog at The New York Times says that the Milberg lawfirm is seeking out victims of Bernard L. Madoff's alleged$50 billion Ponzi scheme.

According to Dealbook, Milberg has formed an unofficial committeeof claim holders and has filed to have official standing with theFederal Bankruptcy Court overseeing the Bernard L. MadoffInvestment Securities LLC's liquidation. Milberg, according toDealbook, said that it had gathered five members for the committeewho have a combined $46 million of claims against Mr. Madoff.Dealbook states that Milberg, by forming an unofficial creditors'committee, hopes to have the advantage in any disputes over futuredistributions made from the Madoff estate. The blog relates thatMilberg expects its other clients in the Madoff case to join thecommittee in the near future.

Dealbook says that the treatment of multiple brokerage accountsregistered under the same name and the distributions made tofeeder funds that pooled investors' capital before giving it toMr. Madoff could be among the issues that could arise.

Dealbook quoted Jonathan M. Landers, a lawyer at Millberg, assaying, "There is a pot of money that will be distributed andthere will be a lot of issues that need to be worked out among allthe claimants."

Dealbook states that claimants have until July 2, 2009, to presentclaims to the bankruptcy court.

About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker inU.S. stocks, including all of the S&P 500 and more than 350 Nasdaqstocks. The firm moved large blocks of stock for institutionalclients by splitting up orders or arranging off-exchangetransactions between parties. It also performed clearing andsettlement services. Clients included brokerages, banks, andother financial institutions. In addition, Madoff Securitiesmanaged assets for high-net-worth individuals, hedge funds, andother institutional investors.

The firm is being liquidated in the aftermath of a fraud scandalinvolving founder Bernard L. Madoff.

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.District Court for the Southern District of New York granted theapplication of the Securities Investor Protection Corporation fora decree adjudicating that the customers of BLMIS are in need ofthe protection afforded by the Securities Investor Protection Actof 1970. Irving H. Picard, Esq., was appointed as trustee for theliquidation of BLMIS, and Baker & Hostetler LLP was appointed ascounsel.

The downgrade of BNY Cogen reflects the volatile debt servicecoverage ratios that have persisted at this project for the pastfew years and a couple of unfavorable tax rulings. Most recently,for the 12 months ended September 30, 2008, the debt servicecoverage ratio was 0.96x. The DSCR for the full year 2007 wasonly 1.09x. These figures are below the 1.30x level Moody's hadpreviously indicated was needed on a sustainable basis to maintainthe Ba1 rating. They are also well below the 1.45x level that wasexpected at this time according to the original offering circular.There are several reasons for this. The lower coverages reflectuneven operating performance at the plant in some years and higherthan expected operations and maintenance expenses and highercontributions to the major maintenance reserve. In addition, thelower coverages reflect the financial impact on cash flow from gasusage tax payments the project has been making of approximately$600K per month. BNY Cogen learned that it is liable for certainuse taxes assessed by the City of New York on the use of naturalgas in the City of New York. The project is paying this amountunder protest and believes that it may ultimately be able to passthis cost on to rate payers due to favorable legislation that waspassed in the New York State Senate and Assembly. In themeantime, however, this tax is impacting cash flow and thereforecoverage levels.

Furthermore, the project has learned that the usage tax may applyretroactively for the period December 1, 2001 to May 31, 2007.Although management believes the ultimate liability may besubstantially less, it estimates that the maximum potentialliability as of September 30, 2008, including interest andpenalties, could be $20 million. At the same time, there is aseparate estimated gas importation tax liability of potentiallyanother $20 million, although management believes that thisliability will be reduced due to an indemnification from previousowner Edison Mission Energy for tax payments prior to March 31,2004. Management is unable to predict the ultimate outcome ofboth of these tax liabilities. This creates a high degree ofuncertainty and, depending upon the final outcome, could beadverse to the project's liquidity.

The rating is under review for possible further downgrade. Thereview will consider the financial results for the full year 2008and the budget/forecast for 2009 once they are made available.The review will also attempt to clarify some of the uncertaintysurrounding the amount and timing of the tax liabilities and totry to quantify the indemnification from EME. The rating could belowered if the weak coverage ratios persist, if operating problemsreturn or if the tax liabilities put strong pressure on liquidity.On the other hand, the review could also be concluded at the Ba2rating level if coverages of at least 1.20x could be achieved on asustainable basis and if BNY Cogen's tax liabilities could beresolved without negatively impacting liquidity. Other factors tobe considered as part of this review include the level ofliquidity available to BNY Cogen and the ability and willingnessof the owners/sponsors to support this project if needed. Basedupon what Moody's know and anticipate at this stage, Moody's doesnot expect that the outcome of the review will result in a multi-notch downgrade of the rating of BNY Cogen.

The current rating also reflects the strength of the project'slong-term energy sales agreement (2036) for electricity and steamwith Consolidated Edison Company of New York, Inc. (A1 seniorunsecured, outlook negative), the importance of the project'ssteam to the City of New York and its valuable "in-citygeneration" location.

The last rating action was on May 14, 2003, when the seniorsecured rating of Brooklyn Navy Yard Cogeneration Partners L.P.was lowered to Ba1 from Baa3.

Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas-fired cogeneration facility located in Brooklyn, New York. Theproject sells 100% of its power and steam output to ConEd under along term sales agreement that expires in 2036. BNY Cogen isjointly owned by Mission Energy New York Inc. and B41 AssociatesL.P., which have owned the project since inception. In 2004,Mission Energy New York was purchased by Tyche Power Partners LLC,which is in turn owned by Olympus Holdings LLC and MetalmarkCapital.

BROOKSTONE INC: Downturn in Operations Cue S&P's Junk Ratings-------------------------------------------------------------Standard & Poor's Ratings Services said it lowered its rating onMerrimack, New Hampshire-based Brookstone Inc., including thecorporate credit rating, which S&P lowered to 'CCC' from 'B'. Atthe same time, S&P lowered the rating on Brookstone Co. Inc.'s$185 million second-lien senior secured notes to 'CCC-' from 'B'S&P also revised the recovery rating on the issue to '5' from '4'.The '5' recovery rating indicates that lenders can expect modest(10%-30%) recovery in the event of a default. The outlook isnegative.

"The downgrade reflects the recent severe downturn in operations,expectations for further performance declines, and a substantialdeterioration in credit protection metrics," said Standard &Poor's credit analyst David Kuntz. Furthermore, S&P project thatthe company may burn through enough cash over the next year toactivate a springing covenant that it may not be able to meet.

BROWNSVILLE HEALTH: Seeks Chapter 11 Bankruptcy Protection----------------------------------------------------------The Tribune-Review reports that Brownsville Health Solutions Inc.has filed for Chapter 11 bankruptcy protection in the U.S.Bankruptcy Court for the Western District of Pennsylvania.

Court documents say that Brownsville Health listed $10 million to$50 million in assets and $10 million to $50 million inliabilities.

The Tribune-Review relates that Brownsville Health operated theBrownsville Tri-County Hospital that closed on February 12 due tofinancial difficulties. Brownsville Health reopened the 40-bedhospital in July 2008 after it was closed for two years, says TheTribune-Review. According to the report, the hospital board hassurrendered its hospital license when a bankruptcy trustee for theformer Brownsville Hospital sought to enforce a $6 millionjudgment. Presidential Healthcare Credit Corp., the report says,has sued Brownsville Health in federal court for allegedlydefaulting on a $3 million line of credit.

Brownsville, Pennsylvania-based Brownsville Health Solutions,Inc., dba Brownsville Tri-County Hospital, filed for Chapter 11bankruptcy protection on February 18, 2009 (Bankr. W.D. Pa. CaseNo. 09-20998). Robert O. Lampl, Esq., who has an office inPittsburgh, Pennsylvania, assists the company in its restructuringeffort. The company listed $10 million to$50 million in assets and $10 million to $50 million in debts.

BULK PETROLEUM: Files for Chapter 11 Bankruptcy Protection----------------------------------------------------------Tom Daykin at the Journal Sentinel reports that Bulk PetroleumCorp. has filed for Chapter 11 bankruptcy protection in the U.S.Bankruptcy Court for the Eastern District of Wisconsin.

Court documents say that Bulk Petroleum listed $50 million to $100million in assets and $50 million to $100 million in liabilities.Michael Dunn, the attorney for Bulk Petroleum, said that thecompany will file to the court a more detailed accounting of itsfinances by the middle of March, the Journal Sentinel states.

Bulk Petroleum's largest unsecured creditors are Citgo PetroleumCorp., which is owed $4.96 million, and Marathon Ashland LLC,which is owed about $3.46 million, according to court documents.The Journal Sentinel relates that the largest local unsecuredcreditor is Milwaukee law firm Fox, O'Neill & Shannon, which holdsa $112,288 claim against Bulk Petroleum.

According to the Journal Sentinel, several real estate holdingfirms affiliated with Bulk Petroleum also filed for Chapter 11protection. Citing Mr. Dunn, the Journal Sentinel says that thosefirms own gas stations in Wisconsin, Illinois, and several otherMidwestern states, which are then leased to individual operators.Mr. Dunn, according to the report, said that Bulk Petroleumguaranteed the debts of those companies.

The Journal Sentinel notes that Bulk Petroleum owner DarshanDhaliwal said that the firm was profitable in 2008, but therecord-setting spike in oil prices during that time made it moreexpensive for Bulk Petroleum to purchase gasoline and made it moredifficult for gas station operators to pay for the gasoline theybought from Bulk Petroleum.

Mr. Dhaliwal, according to the Journal Sentinel, said that therecord-high gas prices caused many people to cut back on theirdriving habits. Citing Mr. Dhaliwal, the report says that thereduction in driving hasn't changed despite the drop in gasprices, with the recession leading to driving cutbacks. Mr.Dhaliwal said that gas station operators have then fallen behindon paying their bills to Bulk Petroleum, leading to the firm'sbankruptcy, the report states.

Mr. Dhaliwal said that Bulk Petroleum has 29 workers, the JournalSentinel relates.

About Bulk Petroleum

Mequon, Wisonsin-based Bulk Petroleum Corp. supplies gasoline toover 200 gas stations throughout the Midwest. It buys gasolinefrom oil companies and then sells it to individual gas stations.The company filed for Chapter 11 bankruptcy protection on February18, 2009 (Bankr. E.D. Wis. Case No. 09-21782).Jerome R. Kerkman, Esq., at Kerkman & Dunn assists the company inits restructuring effort. The company listed $50 million to$100 million in assets and $50 million to $100 million in debts.

BURLINGTON COAT: Bank Loan Sells at 60% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which Burlington CoatFactory Warehouse Corp. is a borrower traded in the secondarymarket at 37.42 cents-on-the-dollar during the week endedFebruary 20, 2009, according to data compiled by Loan PricingCorp. and reported in The Wall Street Journal. This represents adrop of 4.92 percentage points from the previous week, the Journalrelates. The loan matures May 28, 2013. Burlington Coat pays 225basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's CCC+ rating.

Burlington Coat Factory Warehouse Corporation, headquartered inBurlington, New Jersey, is a nationwide off price apparel retailerthat operates approximately 427 stores in 44 states under thenameplates of Burlington Coat Factory, Cohoes, MJM, and BabyDepot. Revenues for the twelve month period endedNovember 29, 2008 were approximately $3.5 billion.

CALIFORNIA STATE: Will Implement Tax Increases & Cut Spending-------------------------------------------------------------Stu Woo and Justin Scheck at The Wall Street Journal report thatCalifornia's legislature has approved a plan to close a$42 billion budget gap to save the state from insolvency by askingresidents to give as much as $13 billion in new taxes while thestate will cut spending by $15 billion over the next 17 months,including $8.6 billion from public education.

Guy Adams at The Independent notes that the state government wasoperating at a loss of $12 billion per year, a figure that isincreasing and could reach $42 billion in 2010.

WSJ relates that Gov. Arnold Schwarzenegger had said that onFebruary 20, he would sign the plan that the legislature agreedon. According to the report, some of the taxes and spending cutswill be implemented immediately, while others will start on July1. The report says that voters will vote on some aspects of theplan, such as a state spending cap, later this year.

The budget, WSJ notes, calls for increasing the sales tax by onepercentage point and adding an increase of 0.25% to state incometaxes. The state government, to save $1.4 billion from payrollcosts, will eliminate two state holidays, change overtime rules,and furlough workers at least one day per month, WSJ relates.According to the report, the plan will increase state universityfees and trim $8.6 billion from public education.

The Independent reports that Gov. Schwarzenegger sent redundancynotices to 20,000 government workers and closed California's lastremaining public works projects on Tuesday when state politiciansfailed to pass a budget earlier.

WSJ states that even with the proposed tax hikes and spendingcuts, California will have to borrow money and use some of itsshare of federal stimulus money to make up the budget deficit.

According to WSJ, California lawmakers, Democrats, and Republicanssaid that as much as they didn't like much of the plan, theyfeared not doing anything on California's crumbling economy, whichdelayed millions of income-tax refund checks and froze thousandsof construction projects to keep the state from running out ofcash this month.

Concurrently, A.M. Best has downgraded the FSR to B++ (Good) fromA- (Excellent) and ICR to "bbb" from "a-" of Celtic InsuranceCompany (Celtic) (Chicago, IL). The ratings have been removedfrom under review with negative implications and assigned a stableoutlook. These ratings were placed under review in March 2008,following the announcement that Centene planned an acquisition ofCeltic. The acquisition closed in July 2008.

Additionally, A.M. Best has assigned an ICR of "bb-" and debtrating of "bb-" to the $175 million 7.25% senior unsecured notesdue 2014 of Centene. The outlook assigned to these ratings isstable.

The ratings are based on Centene's multi-state market presence,consistent premium revenue growth, growing specialty servicerevenue and positive net income levels. Currently, Centenemanages Medicaid contracts in nine states. Centene hasconsistently recorded premium revenue growth over the last fiveyears, mainly driven by acquisitions, and has reported positivenet income for four of the last five years on a consolidatedbasis. Centene also provides medical management services to itsMedicaid managed care plans as well as to states that contract forthose services directly. Revenue from these programs has grown toapproximately 20% of total revenue. Through the acquisition ofCeltic, Centene is now able to offer health insurance products in49 states and the District of Columbia.

Offsetting rating factors include Centene's revenue and net incomedependence on state and federally funded Medicaid programs, whichcould experience pressure due to budget constraints and generaleconomic conditions. Although Centene has made capitalcontributions in support of its subsidiaries, the risked-basedcapitalization of the Medicaid insurance subsidiaries isconsidered modest.

The downgrading of Celtic's ratings reflects the company's declinein capitalization since its acquisition by Centene. Since beingacquired by Centene, $31 million was dividended out of Celtic inthird quarter 2008, resulting in a substantially lower level ofcapitalization. Furthermore, given the current recession anddeclining premium revenues, significant premium growth isunlikely.

CHARTER COMMUNICATIONS: Bank Loan Sells at Substantial Discount---------------------------------------------------------------Participations in a syndicated loan under which CharterCommunications is a borrower traded in the secondary market at79.75 cents-on-the-dollar during the week ended February 20, 2009,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents an increase of 2.82percentage points from the previous week, the Journal relates.The loan matures March 6, 2014. Charter pays 200 basis pointsover LIBOR to borrow under the facility. The bank loan carriesMoody's B1 rating and Standard & Poor's C rating.

Meanwhile, participations in a syndicated loan under which companyFairpoint Communications is a borrower traded in the secondarymarket at 58.00 cents-on-the-dollar. This represents a drop of2.50 percentage points from the previous week. The loan maturesMarch 31, 2015. Fairpoint pays 275 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba3rating and Standard & Poor's BB+ rating.

Syndicated loan of bankrupt Young Broadcasting sold for 38.00cents-on-the-dollar in the secondary market. This represents adrop of 2.42 percentage points from the previous week. YoungBroadcasting pays 225 basis points over LIBOR to borrow under thefacility. The bank loan carries Moody's Ca rating and Standard &Poor's D rating.

About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband communications company and the third-largest publicly traded cableoperator in the United States. Charter provides a full range ofadvanced broadband services, including advanced Charter DigitalCable(R) video entertainment programming, Charter High-Speed(R)Internet access, and Charter Telephone(R). Charter Business(TM)similarly provides broadband communications solutions to businessorganizations, the as business-to-business Internet access, datanetworking, video and music entertainment services, and businesstelephone. Charter's advertising sales and production servicesare sold under the Charter Media(R) brand.

In December, Fitch Ratings placed Charter Communications, Inc.'s'CCC' Issuer Default Rating and the IDRs and individual issueratings of Charter's subsidiaries on Rating Watch Negative.Approximately $21.1 billion of debt outstanding as of Sept. 30,2008 is effected by Fitch's action. In addition, Moody'sInvestors Service lowered the Probability-of-Default Rating forCharter Communications to Ca from Caa2 and placed all ratings(other than the SGL3 Speculative Grade Liquidity Rating) for thecompany and its subsidiaries under review for possible downgrade.Standard & Poor's Ratings Services also lowered its corporatecredit rating on Charter Communications to 'CC' from 'B-'. S&Psaid that the rating outlook is negative.

The TCR said Feb. 19, 2009, that Charter Communications reached anagreement in principle with holders of certain of itssubsidiaries' senior notes holding approximately $4.1 billion inaggregate principal amount of notes issued by Charter'ssubsidiaries, CCH I, LLC and CCH II, LLC. Pursuant to separaterestructuring agreements, dated Feb. 11, 2009, entered into witheach Noteholder, on or prior to April 1, 2009, Charter and itssubsidiaries expect to file voluntary petitions for relief underChapter 11 of the United States Bankruptcy Code to implement arestructuring aimed at improving its capital structure.

WSJ relates that Treasury Secretary Timothy Geithner and WhiteHouse economic adviser Lawrence Summers are leading the taskforce, which will have its first meeting at the TreasuryDepartment. Mr. Geithner said in a statement that the task forcewould meet "to analyze the companies' plans and to solicit thefull range of input from across the administration on therestructuring necessary for these companies to achieve viability."

According to WSJ, the meting is expected to start the talksbetween the government and the automakers. The meeting will beclosed to the press, WSJ says, citing the Treasury.

WSJ states that the government said that it will take a great dealof support to keep the struggling firms viable. White House PressSecretary Robert Gibbs said in a statement, "It is clear thatgoing forward, more will be required from everyone involved --creditors, suppliers, dealers, labor and auto executivesthemselves -- to ensure the viability of these companies goingforward."

House Speaker Nancy Pelosi said in a statement that thereorganization plans represent "the next step in what has been adifficult and disappointing chapter for the American economy, butI hope it will become the transformation of our domesticautomobile industry into a viable, technologically advanced andglobally competitive manufacturing force."

No more taxpayer money should be given to Chrysler until itsparent company, Cerberus, agrees to inject more funds into thefirm, as "this is a private equity-owned company. I don't see howwe put any more taxpayer money into it. [Cerberus] has enoughmoney, if it wants to put up money it should do so," WSJ quotedSen. Judd Gregg as saying.

As reported in the Troubled Company Reporter on Dec. 3, 2008,Dominion Bond Rating Service downgraded the ratings of ChryslerLLC, including Chrysler's Issuer Rating to CC from CCC (high).Chrysler's First Lien Secured Credit Facility and Second LienSecured Credit Facility have also been downgraded to CCC and CC(low) respectively. All trends are Negative. The ratings actionreflects Chrysler's challenge to maintain sufficient liquiditybalances amid severe industry conditions that have deterioratedalarmingly over the past few months and are not expected toimprove in the near term. With this ratings action, Chrysler isremoved from Under Review with Negative Implications, where it wasplaced on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,Standard & Poor's Ratings Services lowered its ratings on ChryslerLLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded theIssuer Default Rating of Chrysler LLC to 'CCC' from 'B-'. TheRating Outlook is Negative. The downgrade reflects Chrysler'srestricted access to economic retail financing for its vehicles,which is expected to result in a further step-down in retailvolumes. Lack of competitive financing is also expected to resultin more costly subvention payments and other forms of salesincentives. Fitch is also concerned with the state of thesecuritization market and the ability of the automakers to accessthis market on an economic basis over the near term, given thesteep drop in residual values, higher default rates, higher lossseverity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond RatingService downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,including Chrysler's Issuer Rating to CC from CCC (high).Chrysler's First Lien Secured Credit Facility and Second LienSecured Credit Facility have also been downgraded to CCC and CC(low) respectively. All trends are Negative. The ratings actionreflects Chrysler's challenge to maintain sufficient liquiditybalances amid severe industry conditions that have deterioratedalarmingly over the past few months and are not expected toimprove in the near term. With this ratings action, Chrysler isremoved from Under Review with Negative Implications, where it wasplaced on Nov. 7, 2008.

CHRYSLER LLC: Viability Plan No Immediate Impact on DBRS Rating---------------------------------------------------------------Dominion Bond Rating Service notes that Chrysler LLC has submitteda revised Restructuring Plan to the United States Department ofthe Treasury. The Revised Plan has no immediate impact onChrysler's current ratings, with the Issuer Rating remaining at CCwith a Negative trend. DBRS continues to be of the opinion thatthe Company has just sufficient liquidity to maintain operationsover the near term, with the Revised Plan seeking additionalgovernment funding relative to the $7 billion initially requestedunder the Company's previous restructuring plan submitted onDecember 2, 2008. DBRS also notes that, absent additionalfunding, the Company's liquidity position could fall belowminimally required levels in the near term.

With respect to funding, the Revised Plan requests an additional$2 billion, citing global automotive conditions even moredepressed than those stipulated only two months prior. Under itsnew forecast, Chrysler now projects the U.S. seasonally adjustedannual rate (SAAR) in 2009 to drop to 10.1 million units (from11.1 million units). In addition, from 2009 to 2012, the Companynow forecasts an average SAAR of 10.8 million units, which inaggregate represents a reduction of 7.2 million units over thefour-year period. In accordance with this revised scenario, theCompany's total requested funding now amounts to $9 billion; DBRSnotes that thus far, $4 billion in U.S. Troubled Assets ReliefProgram (TARP) funding has been disbursed.

Regarding Chrysler's deliverables, the Company has outlined theprogress it has made on several fronts. With respect to workforcereductions, through year-end 2008 Chrysler lowered its stafflevels by 32,000, with a further reduction of 3,000 workersplanned for this year. Additionally, the Company eliminated1.2 million units of production capacity and plans on taking out afurther 100,000 units of capacity this year. Four vehicle modelswere recently discontinued and three additional models are to bephased out this year as well.

Chrysler also indicated that it has reached a new agreement withthe United Auto Workers to further lower labor costs to a levelthat is competitive with the transplant automotive manufacturers;however, no specifics have been provided. Similarly, the Companystated that it anticipates that the second-lien debt holders willagree to a debt-to-equity conversion, with no further detailsbeing disclosed.

In response to the specific request of the U.S. government,Chrysler also provided a scenario for what would happen if theCompany were to fail. However, the Company remains firmly of theopinion that its restructuring would be best achieved outside offormal bankruptcy proceedings. Additionally, the Company contendsthat it can continue to be viable on a stand-alone basis.However, Chrysler also refers to its proposed strategic alliancewith Fiat S.p.A. and notes that this would provide access tocompetitive fuel-efficient vehicle platforms, as well asdistribution capabilities in key growth markets.

Nevertheless, DBRS notes that should the Revised Plan ultimatelybe approved by the U.S. government and result in additionalfunding, the Company's liquidity position would remain weak andnot fundamentally changed. For the time being, previous ratingactions related to Chrysler sufficiently incorporate its currentcredit profile. However, the extremely volatile market conditionsdo not preclude further rating actions in the near term.

CIRCUIT CITY: Seeks July 8 Extension to File Chapter 11 Plan------------------------------------------------------------Circuit City Stores, Inc., and its debtor-subsidiaries ask theUnited States Bankruptcy Court for the Eastern District ofVirginia to extend:

(i) their exclusive Chapter 11 plan filing period through and including July 8, 2009; and

(ii) their exclusive period to solicit acceptances of that plan through and including September 6.

At this point in their bankruptcy cases, the Debtors arecontinuing to seek to maximize returns from the Court-approvedliquidation of substantially all of their assets for theirbankruptcy estates and creditors, and to reconcile and evaluatethe various claims of creditors, relates Gregg M. Galardi, Esq.,at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,Delaware.

Given the Debtors' substantial efforts since the Petition Date andthe short time that has elapsed since the Court's approval of theliquidation and agency agreement, the Debtors believe that theyshould be granted additional time to undertake the assetliquidation and claims reconciliation efforts, and to develop anappropriate plan of liquidation without the distraction ofcompeting plans filed by other parties-in-interest.

The Debtors, along with their advisors, are currently analyzingtheir alternatives in connection with any plan of liquidation,including evaluating their claims and assets, Mr. Galardi says.He contends that the extension sought will provide the Debtors andtheir advisors the opportunity to analyze the Debtors' post-liquidation financial circumstances, and develop a liquidatingplan that maximizes returns to parties-in-interest.

About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty retailer of consumer electronics, home office products,entertainment software and related services. The company has twosegments -- domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliatesfiled a voluntary petition for reorganization relief under Chapter11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead CaseNo. 08-35653). InterTAN Canada, Ltd., which runs Circuit City'sCanadian operations, also sought protection under the Companies'Creditors Arrangement Act in Canada.

CIRCUIT CITY: Omni Air Wins Learjet Auction; Bid Hiked By $75,000-----------------------------------------------------------------Circuit City Stores, Inc., and its affiliates sought permissionfrom the United States Bankruptcy Court for the Eastern Districtof Virginia to auction off a Learjet 45 aircraft with AVEST LLC aslead bidder. Circuit City, which has made a decision to liquidateits stores instead of keeping its business, signed a contractunder which it will sell the jet to AVEST, subject to higher andbetter offers.

AVEST signed an agreement to purchase the Aircraft for $3,800,000"as is, where is", and placed $150,000 of the purchase price intoescrow.

The auction, however, spurred market interest and ended up withOmni Air Transport, LLC, as the highest bidder and MeisnerAircraft LLC and Jet Sales Stuart, LLC, as second highest.

At the hearing that followed the auction, the Bankruptcy Courtgranted the sale of the Aircraft to Omni Air for $3,875,000. TheCourt instructed the Debtor to close the sale with Meisner in theevent the highest bidder fails to close on the sale.

The Court also directed the Debtors to pay $92,664 for ad valoremtaxes assessed against the Aircraft to Henrico County from thesale proceeds. If the taxes are paid after March 31, 2009,statutory interest at the rate of 4% will be paid by thebankruptcy estates.

About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty retailer of consumer electronics, home office products,entertainment software and related services. The company has twosegments -- domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliatesfiled a voluntary petition for reorganization relief under Chapter11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead CaseNo. 08-35653). InterTAN Canada, Ltd., which runs Circuit City'sCanadian operations, also sought protection under the Companies'Creditors Arrangement Act in Canada.

CITIGROUP INC: John Longley to Leave Firm, to Join Barclays PLC---------------------------------------------------------------Matthias Rieker and David Enrich at The Wall Street Journal reportthat John Longley, the CEO of Citigroup Inc.'s private bankingbusiness in the U.S. and Canada, will leave the company and joinBarclays PLC's IShares Exchange Traded Funds business in SanFrancisco as head of national accounts.

According to WSJ, Citigroup restructured businesses that itdoesn't consider crucial to its global retail and commercialbanking operations, dissolving the wealth management division thatcontained the private banking business. WSJ relates thatCitigroup said it would merge its retail brokerage business withthat of Morgan Stanley. WSJ states that Citigroup's privatebanking business and its retail brokers who work out of thecompany's bank branches are excluded from the Morgan Stanley deal.WSJ says that some of the brokers who will remain with Citigroupsaid that they are upset that they won't join the new group.

Mr. Longley "has decided to leave the firm to pursue otheropportunities," WSJ relates, citing Ned Kelly, Citigroup chief ofglobal banking within the investment bank. A person familiar withthe matter said that "it was mutually clear" that Citigroup mightmake a change at the private bank, WSJ states. WSJ reports thatthe private bank will become part of the investment bankingbusiness.

About Citigroup

Based in New York, Citigroup (NYSE: C) -- http://www.citigroup.com-- is organized into four major segments -- Consumer Banking,Global Cards, Institutional Clients Group, and Global WealthManagement. Citi had $2.0 trillion in total assets on $1.9trillion in total liabilities as of Sept. 30, 2008.

As reported in the Troubled Company Reporter on Nov. 25, 2008, theU.S. government entered into an agreement with Citigroup toprovide a package of guarantees, liquidity access, and capital.As part of the agreement, the U.S. Treasury and the FederalDeposit Insurance Corporation will provide protection against thepossibility of unusually large losses on an asset pool ofapproximately $306 billion of loans and securities backed byresidential and commercial real estate and other such assets,which will remain on Citigroup's balance sheet. As a fee for thisarrangement, Citigroup will issue preferred shares to the Treasuryand FDIC. In addition and if necessary, the Federal Reserve willbackstop residual risk in the asset pool through a non-recourseloan.

CONNACHER OIL: Moody's Corrects Ratings; Cuts Rating to 'B3'------------------------------------------------------------In the press release below, the first, third, fifth, and eighthparagraphs replace the same paragraphs in the February 18, 2009release. The full release follows:

Moody's Investors Service downgraded Connacher Oil & Gas Limited'sCorporate Family Rating to B3 from B2, Probability of DefaultRating to B3 from B2, and US$600 million of second lien seniorsecured notes due December 2015 to B3 (LGD 4; 51%) from B2 (LGD 4;53%). The note ratings are assigned under Moody's Loss GivenDefault rating methodology. Moody's does not rate Connacher'sC$100,050,000 of subordinated unsecured convertible debentures.The rating outlook remains negative.

The speculative grade liquidity rating is moved down to SGL-4 fromSGL-3. While Connacher currently holds a large cash balance, inMoody's view capital spending and other cash needs appear likelyto consume it over the first three quarters of 2009, unless oilprices rise sufficiently to move margins and cash flow firmly intopositive territory or Connacher secures additional sources offinancing.

The downgrades principally reflect that (i) in Moody's view,current down-cycle free cash flow after capital spending would notcomfortably support high debt levels, although the pictureimproves by mid-year once the bulk of Connacher's budgeted 2009capital spending is completed, and (ii) that Connacher has yet toarrange funding to adequately supplement its liquidity in themeantime. Given that world oil demand is still falling and thatoil overproduction will continue to overshoot demand of oil untilOPEC cuts begin to reduce inventories, it is premature to build anoil market recovery into Connacher's ratings.

The B3 CFR rating is supported by Connacher's substantial balancesheet cash; proportionally large proven and probable reserve baserelative to leverage; good progress in 2008 and first quarter 2009in ramping up, and then re-ramping up, Phase 1 (Pod One) steam-assisted gravity drainage bitumen production; the achievement to-date of a strong steam-oil ratio; and important improvements inkey market determinants of cash flow during first quarter 2009.The ratings are also supported by substantial asset coverage.

At January 31, 2009, Connacher had cash balances of approximatelyC$180 million. Cash outlays for 2009 have been forecasted byConnacher to be approximately C$178 million, excluding any workingcapital changes, consisting of a reduced capital spending programapproaching C$100 million and gross cash interest of C$78 million.Its operating cash flows this year will be driven by marketconditions in the SAGD, conventional oil and natural gasproduction, and refining businesses, each of which are operatingin a down-cycle environment.

Connacher's Great Divide Pod One production came on strong during2008 and was producing near design capacity of 10,000 barrels perday. It reached commercial operations within two months ofproduction start up and within 20% of its original budget.However, in December 2008, due to sharply lower oil prices,particularly deep price discounts on heavy oil, and high diluentcosts, Connacher cut Pod One steam injection by up to 50%. Thesemarket factors have since adjusted sufficiently for Connacher torecommence full steam injection, with production expected toreturn to prior levels during the next few quarters. In addition,energy costs are now much lower and the steep contango forwardcurve in the oil market enabled Connacher to favorably hedge 25%of its production. In December 2008 the company also suspendedthe Great Divide Pod Two (Algar) development due to economicconditions.

Connacher's third party engineer estimated that proven reservesgrew by over 190% during 2008 to 175.5 million barrels of bitumen.It also estimated 370 million net barrels of proven and probablebitumen reserves and 443 million net barrels of proven, probable,and possible reserves.

Moody's estimates that Connacher currently carries no bank debt,with US$600 million in second lien senior secured notes dueDecember 2015 and C$100,050,000 in subordinated unsecuredconvertible debentures due June 2012. Connacher generatedapproximately C$69 million in 2007 EBITDA and Moody's estimatesthat it generated under C$90 million in 2008 EBITDA. During thesecond half of 2008, bitumen production was rising strongly butbitumen pricing was falling, conventional oil and natural gasprices on its conventional production were falling, and refiningmargins were weakening.

Connacher's ratings have been assigned by evaluating factors thatMoody's believes are relevant to the company's risk profile, suchas the company's (i) business risk and competitive positioncompared with others within the industry; (ii) capital structureand financial risk; (iii) projected performance over the near tointermediate term; and (iv) management's track record andtolerance for risk. These attributes were compared against otherissuers both within and outside Connacher's core industry;Connacher's ratings are believed to be comparable to those ofother issuers with similar credit risk.

The last rating action was December 19, 2008, when Moody'sdowngraded Connacher's Corporate Family Rating and Probability ofDefault Rating from B1 to B2 and its senior second lien noterating to B2 (LGD 4, 53%) from B1 (LGD 4, 55%). At the time,Moody's affirmed Connacher's SGL-3 Speculative Grade Liquidityrating. The rating outlook was negative.

Connacher Oil and Gas Limited is headquartered in Calgary,Alberta, Canada.

DANA CORP: Bank Loan Continues Slide at Secondary Market Trading----------------------------------------------------------------Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 4.85 percentage pointsfrom the previous week, the Journal relates. The loan maturesJanuary 31, 2015. Dana pays 375 basis points over LIBOR to borrowunder the facility. The bank loan carries Moody's B3 rating andStandard & Poor's B+ rating.

Syndicated loans of other auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal.

Participations in a syndicated loan under which Lear Corp. is aborrower traded in the secondary market at 38.56 cents-on-the-dollar, representing a drop of 4.49 percentage points from theprevious week. The loan matures March 29, 2012. Lear pays 250basis points above LIBOR to borrow under the facility. The bankloan is not rated.

Participations in a syndicated loan under which car rental companyHertz Corporation is a borrower traded in the secondary market at68.22 cents-on-the-dollar. This represents an increase of 1.47percentage points from the previous week. The loan maturesDecember 21, 2012. Hertz pays 150 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba1rating and Standard & Poor's BB+ rating.

About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/-- designs and manufactures products for every major vehicleproducer in the world, and supplies drivetrain, chassis,structural, and engine technologies to those companies. Danaemploys 46,000 people in 28 countries. Dana is focused on beingan essential partner to automotive, commercial, and off-highwayvehicle customers, which collectively produce more than60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina inthe Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protectionon March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As ofNov. 30, 2007, the Debtors listed $7,131,000,000 in total assetsand $7,665,000,000 in total debts resulting in a shareholders'deficit of $534,000,000.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & FrankelLLP, represented the Official Committee of Unsecured Creditors.Fried, Frank, Harris, Shriver & Jacobson, LLP served as counselto the Official Committee of Equity Security Holders. StahlCowen Crowley, LLC served as counsel to the Official Committeeof Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,2007. On Oct. 23, 2007, the Court approved the adequacy of theDisclosure Statement explaining their Plan. Judge Burton Liflandof the U.S. Bankruptcy Court for the Southern District of New Yorkentered an order confirming the Third Amended Joint Plan ofReorganization of the Debtors on Dec. 26, 2007.

As reported by the TCR on Jan. 15, 2009, Standard & Poor's RatingsServices lowered its ratings on Dana Holding Corp., including thecorporate credit rating, which was lowered to 'B' from 'B+'. Theratings were also removed from CreditWatch, where they had beenplaced with negative implications on Nov. 13, 2008. The outlookis negative.

"The downgrade reflects our view that very weak market conditionsin most of its business segments in 2009 will hinder the company'spost-bankruptcy restructuring efforts," said Standard & Poor'scredit analyst Nancy Messer. "We expect revenues to be reduced byweak auto sales and production in North America, weak auto salesin Europe, and the U.S. recession, which has stalled the recoveryof commercial truck sales. Lacking an expanding revenue base, S&Pbelieves the benefit from Dana's ongoing initiative to optimizeits manufacturing footprint will fall short of S&P's previousnear-term expectations," she continued. For example, for the lastthree months of 2008, the seasonally adjusted annual rate oflight-vehicle sales in the U.S. was below 11 million units, andS&P expects sales in 2009 to be 10 million units, 24% below 2008actual sales.

The Debtors has identified FMI Products, LLC as stalking horsebidder for the assets. FMI Products has offered to pay$4,700,000, subject to adjustments; and the assumption of certainliabilities. FMI's bid is subject to higher and better offers.

Competing bids are due March 5, 2009. The Debtors will conduct anauction March 9, at 10:00 a.m. if competing offers are received.

The Court will conduct a hearing March 10, at 11:30 a.m. toconsider approval of the sale.

Interested parties may object to any attempt by the Debtors toassume and assign executory contracts. Objections are dueMarch 6. Other sale objections may be filed until March 9.

The Debtors will pay FMI $150,000 as break-up fee in the eventthey consummate a sale with another bidder.

The Debtors expect to close the sale transaction by March 23.

The Debtors are seeking to sell business operations as goingconcerns. The Debtors have been engaged in discussions andnegotiations with prospective purchasers and, to date, have sentconfidentiality agreements to 30 interested parties and havereceived signed confidentiality agreements from 22 parties.

About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings IICorporation is the parent of DESA Heating, which sells anddistributes heating commercial products in Europe and Mexico underbrand names including ReddyHeater, Comfort Glow and MasterPortable Heaters. The company has manufacturing, storage anddistribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11protection on December 29, 2008 (Bankr. D. Del. Lead Case No.08-13422). The company's international arm, HIG-DHP Barbados, hasnot filed for bankruptcy. HIG-DHP Barbados holds 100% of theequity of all foreign nondebtor subsidiaries, which manufacture,distribute and sell commercial and consumer goods in Europe,Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,represent the Debtors. The Debtor proposed AEG Partners asrestructuring consultants, and Craig S. Dean as chiefrestructuring officer and Kevin Willis as assistant chiefrestructuring officer. The Debtora also proposed Epiq BankruptcySolutions LLC as claims agent. When the Debtors filed forprotection from their creditors, they listed assets and debtsbetween $100 million to $500 million each. According to Reuters,as of Nov. 29, the company, along with its nondebtor subsidiariesand affiliates, had assets of $132.5 million and liabilities of$133.2 million.

DESA Holdings Corporation and DESA International LLC filedvoluntary petitions on June 8, 2002. HIG-DESA Acquisition nkaDESA LLC acquired on Dec. 13, 2002, substantially all assets ofthe DESA Entities for $198 million comprised of $185 million incash plus unsecured subordinated notes in the original aggregateamount of $13 million priced at 10% per annum due payable onDec. 24, 2007. The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is stillactive; However, activity occurring in those cases consists oflimited claims resolution, and required filing of necessarypostconfirmation reports and payment of postconfirmation fees. Noclaims of ther issues remain open between the Debtors and theformer DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,the Hon. Walter Shapero of the United States Bankruptcy Courtfor the District of Delaware confirmed the Second Amended JointPlan of Liquidation of DESA Holdings Corporation and its debtor-affiliate -- DESA International LLC. The Court confirmed the Planon April 1, 2005, and Plan took effect the same day.

DHP HOLDINGS: May Hire Elliott Greenleaf as Delaware Counsel------------------------------------------------------------The Official Committee of Unsecured Creditors in the bankruptcycases of DHP Holdings II Corporation and its affiliates sought andobtained permission from Judge Mary F. Walrath of the U.S.Bankruptcy Court for the District of Delaware to retain ElliottGreenleaf as Delaware counsel and conflicts counsel.

Elliott Greenleaf will assist the Committee in its examination andanalysis of the conduct of the Debtors' affairs, and assist thepanel in the review, analysis and negotiation of any bankruptcyplan that may be filed in the cases. The firm will serve asconflicts counsel, as needed.

The primary attorneys who will be representing the Committee andtheir corresponding hourly rates are:

William M. Kelleher, Esq., a partner of the firm, attests thatElliott Greenleaf does not hold or represent any interest adverseto the Committee, the Debtors or their estates, and is a"disinterested person" within the meaning of Section 101(14) ofthe Bankruptcy Code.

About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings IICorporation is the parent of DESA Heating, which sells anddistributes heating commercial products in Europe and Mexico underbrand names including ReddyHeater, Comfort Glow and MasterPortable Heaters. The company has manufacturing, storage anddistribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11protection on December 29, 2008 (Bankr. D. Del. Lead Case No.08-13422). The company's international arm, HIG-DHP Barbados, hasnot filed for bankruptcy. HIG-DHP Barbados holds 100% of theequity of all foreign nondebtor subsidiaries, which manufacture,distribute and sell commercial and consumer goods in Europe,Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,represent the Debtors. The Debtor proposed AEG Partners asrestructuring consultants, and Craig S. Dean as chiefrestructuring officer and Kevin Willis as assistant chiefrestructuring officer. The Debtora also proposed Epiq BankruptcySolutions LLC as claims agent. When the Debtors filed forprotection from their creditors, they listed assets and debtsbetween $100 million to $500 million each. According to Reuters,as of Nov. 29, the company, along with its nondebtor subsidiariesand affiliates, had assets of $132.5 million and liabilities of$133.2 million.

DESA Holdings Corporation and DESA International LLC filedvoluntary petitions on June 8, 2002. HIG-DESA Acquisition nkaDESA LLC acquired on Dec. 13, 2002, substantially all assets ofthe DESA Entities for $198 million comprised of $185 million incash plus unsecured subordinated notes in the original aggregateamount of $13 million priced at 10% per annum due payable onDec. 24, 2007. The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is stillactive; However, activity occurring in those cases consists oflimited claims resolution, and required filing of necessarypostconfirmation reports and payment of postconfirmation fees. Noclaims of ther issues remain open between the Debtors and theformer DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,the Hon. Walter Shapero of the United States Bankruptcy Courtfor the District of Delaware confirmed the Second Amended JointPlan of Liquidation of DESA Holdings Corporation and its debtor-affiliate -- DESA International LLC. The Court confirmed the Planon April 1, 2005, and Plan took effect the same day.

DHP HOLDINGS: Panel Gets Green Light to Hire Arent Fox as Counsel-----------------------------------------------------------------The Official Committee of Unsecured Creditors in the bankruptcycases of DHP Holdings II Corporation and its affiliates sought andobtained permission from Judge Mary F. Walrath of the U.S.Bankruptcy Court for the District of Delaware to retain Arent FoxLLP as their bankruptcy counsel.

Arent Fox will assist the Committee in its examination andanalysis of the conduct of the Debtors' affairs, and assist thepanel in the review, analysis and negotiation of any bankruptcyplan that may be filed in the cases.

Andrew I. Silfen, Esq., a partner at Arent Fox, attests that hisfirm and its professionals do not hold or represent any interestadverse to the Committee, the Debtors or their estates, and thatArent Fox is a "disinterested person" within the meaning ofSection 101(14) of the Bankruptcy Code.

About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings IICorporation is the parent of DESA Heating, which sells anddistributes heating commercial products in Europe and Mexico underbrand names including ReddyHeater, Comfort Glow and MasterPortable Heaters. The company has manufacturing, storage anddistribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11protection on December 29, 2008 (Bankr. D. Del. Lead Case No.08-13422). The company's international arm, HIG-DHP Barbados, hasnot filed for bankruptcy. HIG-DHP Barbados holds 100% of theequity of all foreign nondebtor subsidiaries, which manufacture,distribute and sell commercial and consumer goods in Europe,Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,represent the Debtors. The Debtor proposed AEG Partners asrestructuring consultants, and Craig S. Dean as chiefrestructuring officer and Kevin Willis as assistant chiefrestructuring officer. The Debtora also proposed Epiq BankruptcySolutions LLC as claims agent. When the Debtors filed forprotection from their creditors, they listed assets and debtsbetween $100 million to $500 million each. According to Reuters,as of Nov. 29, the company, along with its nondebtor subsidiariesand affiliates, had assets of $132.5 million and liabilities of$133.2 million.

DESA Holdings Corporation and DESA International LLC filedvoluntary petitions on June 8, 2002. HIG-DESA Acquisition nkaDESA LLC acquired on Dec. 13, 2002, substantially all assets ofthe DESA Entities for $198 million comprised of $185 million incash plus unsecured subordinated notes in the original aggregateamount of $13 million priced at 10% per annum due payable onDec. 24, 2007. The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is stillactive; However, activity occurring in those cases consists oflimited claims resolution, and required filing of necessarypostconfirmation reports and payment of postconfirmation fees. Noclaims of ther issues remain open between the Debtors and theformer DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,the Hon. Walter Shapero of the United States Bankruptcy Courtfor the District of Delaware confirmed the Second Amended JointPlan of Liquidation of DESA Holdings Corporation and its debtor-affiliate -- DESA International LLC. The Court confirmed the Planon April 1, 2005, and Plan took effect the same day.

DHP HOLDINGS: Receives Final OK to Use GE Business Collateral-------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware issued afinal order authorizing DHP Holdings II Corporation and itsaffiliates to use the cash collateral securing their obligationsto their prepetition senior lenders solely to pay chapter 11expenses, outlined in a budget.

The Prepetition Senior Lenders and the Prepetition SubordinatedLenders have consented or have not otherwise objected to thecontinued use of the cash collateral.

GE Business Financial Sevices, Inc., serves as agent for theprepetition senior lenders. The principal amount of obligationsowed to the Prepetition Senior Lenders was roughly $40.8 millionas of the bankruptcy filing date.

H.I.G. Capital Partners III, L.P., serves as agent for theDebtors' prepetition subordinated lenders. The principal amountof obligations owed to the Prepetition Subordinated Lenders was$15 million as of the Petition Date.

The Prepetition Senior Agent has, for the benefit of the lendingconsortium under the Prepetition Senior Credit Agreement, firstpriority continuing liens, mortgages and security interests on andin substantially all of the property of the Debtors. ThePrepetition Subordinated Agent has second priority continuingliens, mortgages and security interests on certain portions of thecollateral.

The Debtors have agreed to waive any right to challenge or contestthe Prepetition Senior Liens and Prepetition Subordinated Liens.The Debtors have also agreed to use their best efforts toliquidate their property and assets, and to negotiate andconsummate sales of their assets to one or more financially viablethird parties.

The Debtors' authority to use the cash collateral will terminatethree business days after receiving a notice from the PrepetitionSenior Agent terminating their consent to the Debtors' continueduse of cash collateral.

As adequate protection for any diminution in the value of thecollateral, the Prepetition Senior Agent will have continuingvalid, binding, enforceable and perfected first priority liens andsecurity interests in and on all of the Debtors' assets after thePetition Date. The Lenders' collateral does not include actionsfor preferences, fraudulent conveyances, and other avoidance powerclaims, and related proceeds.

About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings IICorporation is the parent of DESA Heating, which sells anddistributes heating commercial products in Europe and Mexico underbrand names including ReddyHeater, Comfort Glow and MasterPortable Heaters. The company has manufacturing, storage anddistribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11protection on December 29, 2008 (Bankr. D. Del. Lead Case No.08-13422). The company's international arm, HIG-DHP Barbados, hasnot filed for bankruptcy. HIG-DHP Barbados holds 100% of theequity of all foreign nondebtor subsidiaries, which manufacture,distribute and sell commercial and consumer goods in Europe,Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,represent the Debtors. The Debtor proposed AEG Partners asrestructuring consultants, and Craig S. Dean as chiefrestructuring officer and Kevin Willis as assistant chiefrestructuring officer. The Debtora also proposed Epiq BankruptcySolutions LLC as claims agent. When the Debtors filed forprotection from their creditors, they listed assets and debtsbetween $100 million to $500 million each. According to Reuters,as of Nov. 29, the company, along with its nondebtor subsidiariesand affiliates, had assets of $132.5 million and liabilities of$133.2 million.

DESA Holdings Corporation and DESA International LLC filedvoluntary petitions on June 8, 2002. HIG-DESA Acquisition nkaDESA LLC acquired on Dec. 13, 2002, substantially all assets ofthe DESA Entities for $198 million comprised of $185 million incash plus unsecured subordinated notes in the original aggregateamount of $13 million priced at 10% per annum due payable onDec. 24, 2007. The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is stillactive; However, activity occurring in those cases consists oflimited claims resolution, and required filing of necessarypostconfirmation reports and payment of postconfirmation fees. Noclaims of ther issues remain open between the Debtors and theformer DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,the Hon. Walter Shapero of the United States Bankruptcy Courtfor the District of Delaware confirmed the Second Amended JointPlan of Liquidation of DESA Holdings Corporation and its debtor-affiliate -- DESA International LLC. The Court confirmed the Planon April 1, 2005, and Plan took effect the same day.

The bonds are secured by a pledge of all project revenues andfunds held pursuant to the program. The Series 1999A bonds have afirst lien on all program funds and are paid first in the monthlyflow of funds. Excess funds can only be released if a 1.45x debtservice coverage ratio is met for the Series 1999A bonds and 1.15xfor the unrated Series 1999C (subordinated) bonds. Payment ofsenior bond principal and interest is given priority in the flowof funds and is senior to the payment of the Series 1999C bonds.

Strengths

* Audited financial statements for 2007 indicate the debt service coverage ratio improved to 1.33x on the senior bonds from 1.20x in 2006.

* Capital contributions made to the Replacement Reserve Fund during 2007

Challenges

* Reduction of the Senior Bond Debt Service Reserve Fund to amounts below the requirements of the original Indenture. The fund requirement was reduced from annual debt service to approximately 25% of annual debt service pursuant to an amendment to the Bond Indenture.

* Risks inherent in the affordable multifamily housing sector. Moody's considers this housing sector particularly volatile due to market forces that determine occupancy rates and the number of underperforming properties that Moody's reviews.

OutlookThe outlook on the bonds has been affirmed at stable. The outlookreflects the improving occupancy of the property and debt servicecoverage on the senior bonds. Despite improved operatingperformance, Moody's believes that the current Debt ServiceReserve Fund Requirement for the Series 1999A bonds posessignificant credit risk to bondholders. Moody's views the DebtService Reserve Fund as an essential element of bondholdersecurity, particularly in the affordable housing sector.

What could change the rating - UP

* Revising the Senior Debt Service Reserve Fund Requirement to an amount equal to the annual debt service on the Series 1999A bonds

* Replenishing the Senior Debt Service Reserve Fund

What could change the rating - DOWN

* Further taps on the Senior Debt Service Reserve Fund* Decline in debt service coverage

The last rating action for this program was taken on December 19,2007 when the rating on the bonds was affirmed and the outlook wasrevised to stable from negative.

At Sept. 30, 2008, the company's balance sheet showed total assetsof $12,210,156, total liabilities of $5,844,562 and stockholders'capital of $6,365,594.

For three months ended Sept. 30, 2008, the company posted net lossof $1,568,524 compared with net loss of $156,448 for the sameperiod in the previous year.

For nine months ended Sept. 30, the company reported net income of$6,412,418 compared with net loss of $527,584.

Capital and Liquidity

The Company had an accumulated deficit of $150,626,264 atSept. 30, 2008, substantially all of which has been funded out ofproceeds received from the issuance of stock and the incurrence ofliabilities. At Sept. 30, 2008, the Company had current assets of$158,716 and liabilities of $5,844,562 resulting in a negativeworking capital of $5,685,846. As of Sept. 30, 2008 the Company'sbalance sheet reflected $0 in mineral interests in properties notsubject to amortization, net of valuation allowance mostly due tosale of Polish properties by Bankruptcy court.

While the Company had a positive amount of cash of $158,716 atSept. 30, 2008, it had substantial short-term and long-termfinancial commitments. The Company does not have sufficient cashto meet its short-term or long-term needs, and it will requireadditional cash, either from financing transactions or operatingactivities, to meet its immediate and long-term obligations.There can be no assurance that the Company will be able to obtainadditional financing, either in the form of debt or equity, orthat, if such financing is obtained, it will be available to theCompany on reasonable terms. If the Company is able to obtainadditional financing or structure strategic relationships in orderto fund existing or future projects, existing shareholders willlikely continue to experience further dilution of their percentageownership of the Company.

If the Company is unable to establish production or reservessufficient to justify the carrying value of its assets, to obtainthe necessary funding to meet its short and long-term obligations,or to fund its exploration and development program, all or aportion of the mineral interests in unproven properties will becharged to operations, leading to significant additional losses.

Going Concern Doubt

EuroGas has accumulated a deficit of $150,626,64 throughSept. 30, 2008. At Sept. 30, 2008, the Company had a workingcapital deficit of $5,685,846 and a capital of $ 6,365,594. TheCompany has impaired most of its oil and gas properties and wasforced to sell the rest. These conditions raise substantial doubtregarding the Company's ability to continue as a going concern.Realization of the investment in properties and equipment isdependent upon management obtaining financing for exploration,development and production of its properties. In addition, ifexploration or evaluation of property and equipment isunsuccessful, all or a portion of the remaining recorded amount ofthose properties will be recognized as impairment losses. Paymentof current liabilities will require substantial additionalfinancing. Management of the Company plans to finance operations,explore and develop its properties and pay its liabilities throughborrowing, through sale of interests in its properties, throughadvances received against future talc sales and through theissuance of additional equity securities. Realization of any ofthese planned transactions is not assured.

Headquartered in Vancouver, British Columbia, EuroGas, Inc.(OTC:EUGS), is engaged in the the acquisition of rights to explorefor and exploit natural gas, coal bed methane gas, crude oil andminerals. The Company has acquired interest in explorationconcessions and are in stages of identifying industry partners,farming out exploration rights, undertaking exploration drillingand focusing to develop production. The Company has also holdingsin oil and natural gas projects in Canada.

EQUITY MEDIA: Seeks to Auction TV Stations April 16---------------------------------------------------Equity Media Holdings Corp., submitted to the U.S. BankruptcyCourt for the Eastern District of Arkansas proposed procedures forthe auction and sale of its businesses.

According to Bloomberg's Bill Rochelle, the Company intends tosell its TV stations pursuant to this timeline:

-- Initial bids were due February 20.

-- The Company will select a stalking-horse bidder by March 4.

-- Parties who intend to compete with the bid of the stalking horse bidder will be required to submit their offers by April 13.

-- An auction will be held April 16 if multiple bids are received.

-- The Court will convene a sale hearing on April 22.

Mr. Rochelle relates that the stalking-horses will be offered a 3%breakup fee to be paid if they are outbid at auction.

EXPEDIA INC: Posts 2008 Results; Reports Amendment in Credit Pact-----------------------------------------------------------------Expedia, Inc., has announced financial results for its fourthquarter and year ended December 31, 2008.

"The story of 2008 -- and 2009 for that matter -- is clearly theglobal recession and its impact on nearly every sector of oureconomy," said Barry Diller, Expedia, Inc.'s Chairperson andSenior Executive. "When we emerge from this downturn is anyone'sguess, but what certainly is not a guess is Expedia's globalleadership in travel and our conservative management, both ofwhich will allow us to weather a downturn of almost any length andcome out stronger than when this mess began."

"While we have taken a substantial write down of the accountingvalue of our goodwill largely due to significant stock marketdeclines, we believe that the core value of the Expedia brands andmarketplace are considerable and lasting," said Dara Khosrowshahi,Expedia's CEO and President.

Worldwide hotel revenue (including both merchant and agency modelnights stayed) decreased 12% for the fourth quarter due to a 19%decrease in revenue per room night, partially offset by a 10%increase in room nights stayed, including rooms delivered as acomponent of packages and nights booked through Venere. Revenueper room night decreased primarily due to a 10% decrease inworldwide average daily rates, the impact of foreign exchange andlower service fees.

Worldwide air revenue decreased 16% for the fourth quarter,primarily due to a 12% decrease in air tickets sold reflectinglower passenger volumes due to carrier capacity cuts and softeningtraveler demand. Revenue per air ticket decreased 4%, primarilyreflecting a lower mix of higher revenue merchant air tickets atHotwire, partially offset by higher consumer booking fees onExpedia.com.

Worldwide revenue from products and services other than hotel andair (primarily revenue from advertising and media, car rentals anddestination services) increased 16% for the fourth quarter dueprimarily to increased advertising and media revenue.

Advertising and media revenue increased 29% for the fourthquarter, accounting for a record 11% of worldwide revenue.Package revenue decreased 26% compared with the prior year periodprimarily due to lower worldwide volumes and ADRs. Packagerevenue was challenged by weakness in key North Americandestinations such as Hawaii and Las Vegas.

Revenue as a percentage of gross bookings (revenue margin) was15.44% for the fourth quarter, an increase of 73 basis points.North America revenue margin increased 135 basis points to 15.76%,Europe revenue margin decreased 46 basis points to 17.89%, andOther revenue margin decreased 2 basis points to 9.61%. Thefourth quarter increase in worldwide and North America revenuemargins was primarily due to an increased mix of advertising andmedia revenues as compared to fourth quarter 2007. Europe revenuemargin decreased primarily due to the impact of foreign exchangeand a lower mix of merchant hotel transactions due to thecompany's acquisition of Venere.

Profitability

Gross profit for the fourth quarter of 2008 was $484 million, adecrease of 7% compared with the fourth quarter of 2007 primarilydue to decreased revenue. OIBA for the fourth quarter decreased17% to $137 million, driven primarily by lower revenue, partiallyoffset by lower cost of revenue and operating expenses. OIBA as apercentage of revenue decreased 275 basis points to 22.08%,primarily reflecting higher growth in general & administrative andtechnology & content expenses excluding stock-based compensationas a percentage of revenue. Operating income decreased primarilydue to a $3.0 billion impairment of goodwill and intangibleassets, primarily related to a decline in Expedia's marketcapitalization.

Adjusted net income for the fourth quarter decreased $33 millioncompared to the prior year period primarily due to lower OIBA.Net income decreased primarily due to the impairment of goodwilland intangibles. Fourth quarter adjusted EPS and diluted EPS were$0.22 and ($9.60), respectively. Adjusted EPS decreased 31% dueto lower adjusted income, partially offset by lower net sharecounts.

Worldwide hotel revenue (including both merchant and agency modelnights stayed) increased 6% in 2008 due to a 13% increase in roomnights stayed, including rooms delivered as a component ofvacation packages and nights booked through Venere, partiallyoffset by a 6% decrease in revenue per room night. Revenue perroom night decreased due to changes in foreign exchange rates, aswell as a 1% decrease in worldwide ADRs.

Worldwide air revenue increased 2% in 2008 due to a 2% increase inrevenue per air ticket. Tickets sold were flat for the year as 8%ticket growth in the first half of the year was offset by an 8%decrease in the second half of the year due to lower passengervolumes as a result of carrier capacity cuts and softer consumerdemand.

Advertising and media revenue increased 55% in 2008, accountingfor 10% of worldwide revenue. Package revenue decreased 4%compared with the prior year period primarily due to foreignexchange and lower worldwide volumes.

Net cash provided by operating activities in 2008 was$521 million and free cash flow was $361 million. Both measureswere reduced by $86 million from net changes in operating assetsand liabilities primarily related to slower growth in thecompany's merchant hotel business. Free cash flow in 2008decreased $265 million due to slower growth in the company'smerchant hotel business in the back half of the year and highercapital expenditures, partially offset by higher OIBA.

Global Presence

Expedia Inc.'s international gross bookings were $1.35 billion and$7.04 billion in the fourth quarter and year endedDecember 31, 2008, accounting for 34% and 33% of worldwidebookings, up from 33% and 30% in the prior year periods.

International revenue, including TripAdvisor's internationalWeb sites beginning in 2008, was $219 million and $1.01 billion inthe fourth quarter and year ended December 31, 2008, or 35% ofworldwide revenue in both periods, down from 36% in the fourthquarter of 2007, and up from 32% for the year ended December 31,2007.

Expedia.ca, the leading online travel site serving Canada,eclipsed $1 billion in annual gross bookings for the first time inits history in 2008.

hotels.com and its affiliates recorded nearly $2.9 billion in 2008worldwide gross bookings, including over $800 million ininternational bookings. hotels.com now offers hotel bookingservices through 58 worldwide sites, including recent locallanguage Web site launches in Taiwan and China.

Gross Bookings / Revenue

Expedia makes travel products and services available on both amerchant and agency basis.

Merchant transactions, which primarily relate to hotel bookings,typically produce a higher level of net revenue per transactionand are generally recognized when the customer uses the travelproduct or service.

Agency bookings have historically related primarily to airlineticketing, with revenue generally recognized at the time thereservation is booked. Agency bookings now include hotel bookingsfrom Venere, a European hotel provider Expedia acquired inSeptember 2008, and whose revenue is recognized at the time hotelstays occur.

Merchant bookings accounted for 39% of total gross bookings in thefourth quarter as compared to 41% in the prior year period.Expedia merchant mix declined primarily due to lower worldwideADRs and the inclusion of hotel bookings from Venere.

Merchant bookings represented 43% of total gross bookings in bothfull years 2008 and 2007.

Cost of revenue was 22.1% and 22.0% of revenue for the fourthquarters of 2008 and 2007. Excluding stock-based compensation,cost of revenue was 22.0% and 21.9% of revenue for the fourthquarters of 2008 and 2007. Cost of revenue excluding stock-basedcompensation increased 9 basis points as a percentage of revenueas increased costs associated with the company's data center andother projects offset efficiencies in customer service, telesalesand fulfillment costs.

The 2008 cost of revenue was 21.6% of revenue compared with 21.1%in 2007. Excluding stock-based compensation, 2008 cost of revenuewas 21.5% compared to 21.0% in 2007. The 54 basis point increasein cost of revenue excluding stock-based compensation as apercentage of revenue was primarily due to cost increasesincluding the company's summer gas card promotion and costsassociated with the company's data center and other projects.

Cost of revenue includes depreciation expense of $4 million forthe fourth quarters of 2008 and 2007, and $17 million and$15 million for full years 2008 and 2007.

Operating Expenses (non-GAAP)

Operating expenses include $18 million and $12 million ofdepreciation expense for the quarters ended December 31, 2008 and2007, and $60 million and $44 million for full years 2008 and2007. The increase in depreciation expense in both periodsprimarily relates to technology and content depreciation relatedto capitalized software.

The $7 million increase in other, net loss for the fourth quarterprimarily relates to a $12 million net foreign exchange loss inthe fourth quarter of 2008, compared with a $7 million net foreignexchange loss in the prior year period.

The fourth quarter net foreign exchange loss increased primarilydue to a change in classification of foreign exchange gains andlosses on merchant air transactions. The change was made to moreappropriately reflect merchant air revenues based on theunderlying economics of such transactions. Absent the change,fourth quarter revenue and OIBA would have been $12 million lowerand other, net would have been a $5 million net gain.

Other, net loss increased $26 million in 2008 primarily due to a$21 million loss on Euros held to economically hedge the purchaseprice of a third quarter 2008 acquisition. In addition, thecompany had a gain on its Ask Notes of $4 million in 2008 comparedwith a loss of $5 million in 2007, which nearly offset a $12million federal excise tax refund received in 2007.

Foreign exchange losses in the fourth quarters of 2008 and 2007include $0.3 million and $4 million in losses related to eLong'sU.S. dollar cash position and appreciation in Chinese Renminbi.Losses for both full year 2008 and 2007 were $9 million. eLonglosses are excluded from calculations of adjusted net income andadjusted EPS.

During the third quarter of 2008 the company began using foreigncurrency forward contracts for the purpose of economically hedgingforeign-denominated liabilities. These contracts are typically 30days in duration and recorded at fair value, with any gains orlosses recorded in 'Other, net' on the consolidated statements ofincome. In the fourth quarter the firm expanded its use offorwards to hedge a portion of the company's foreign-denominatedrevenues.

At December 31, 2008 the company was party to forward contractswith a notional value of $165 million and a mark-to-market loss of$1 million, which is recorded as a liability in 'accrued expensesand other current liabilities.'

Total losses on forward contracts during the fourth quarter andfull-year of 2008 were $35 million and $56 million, which werelargely offset by corresponding gains on the company's foreign-denominated liabilities, resulting in a minimal net impact to'other, net.'

Balance Sheet Notes

Cash, cash equivalents, restricted cash and short-term investmentstotaled $762 million at December 31, 2008. This amount includes$47 million of cash and $93 million of short-term investments ateLong, whose results are consolidated in the company's financialstatements due to the company's controlling voting and economicownership position.

During the third quarter of 2008 the company was unable to redeeman $82 million money market investment in the Reserve Primary Fund(the Fund), due to the Fund's inability to fully honor redemptionsrelated to its holdings of Lehman Brothers debt securities. As aresult, the company reclassified its holdings in the Fund from'cash and cash equivalents' to 'prepaid expenses and other currentassets,' and recorded a $1 million loss in 'other, net,'representing the company's anticipated losses in the Fund relatedto the Lehman securities.

During the fourth quarter of 2008 Expedia successfully redeemed$64 million from the Fund, and included that amount in 'cash andcash equivalents.' The Fund is scheduled to make an additionalredemption during the week of February 16, 2009, which wouldresult in net cash proceeds to Expedia of approximately$5 million, leaving an unredeemed balance of $11 million in'prepaid expenses and other current assets.'

The $127 million increase in cash, cash equivalents, restrictedcash and short-term investments for 2008 principally relates to$698 million in OIBA, net long-term debt and credit facilityborrowings of $457 million and non-cash depreciation of$77 million, partially offset by $538 million in acquisitions,$179 million in cash tax payments, $160 million in capitalexpenditures, $134 million use of cash from net changes inoperating assets and liabilities other than taxes and interest,$53 million in interest payments and $16 million related to thereclassification of the company's investment in the Fund.

Accounts Receivable

Accounts receivable include receivables from credit card agencies,corporate clients and advertisers as well as receivables relatedto agency transactions including those due from airlines andglobal distribution systems.

Prepaid merchant bookings primarily relate to the company'smerchant air business and reflect prepayments to the company'sairline partners for their portion of the gross booking, prior tothe travelers' dates of travel. Prepaid merchant bookings wereroughly flat in 2008 compared with 2007 as merchant air bookingsgrowth was limited.

Prepaid expenses and other current assets are primarily composedof prepaid marketing, merchant fees, license and maintenanceagreements and insurance. These amounts increased $27 millionover 2007 due to the reclassification of $16 million related tothe company's remaining Reserve Fund investment from cash to'prepaid expenses and other current assets,' and an $11 millionincrease in prepaids related to growth in the company'sbusinesses.

Accounts payable, other increased $2 million primarily due toincreased professional fees and other expenses, mostly offset by adecrease in accrued marketing expenses.

Accrued Expenses and Other Current Liabilities

Accrued expenses principally relate to accruals for cost ofservice related to the company's call center and internetservices, accruals for service, bonus, salary and wageliabilities, a reserve related to the potential settlement ofoccupancy tax issues, and accrued interest on the company'svarious debt instruments.

Accrued expenses and other current liabilities decreased$50 million primarily due to the company's payment of additionalacquisition consideration based on financial performance of theacquiree, the conversion of the company's remaining Ask Notes andlower bonus accruals, partially offset by higher interest expenseaccruals related to the company's 8.5% Notes, taxes payable andrent accruals associated with the company's various headquartersmoves.

Ask Derivative Liability

In connection with IAC's acquisition of Ask, the company issued4.3 million shares of Expedia common stock into an escrow account,which shares (or cash in equal value) were due to holders of Askconvertible notes upon conversion (Ask Notes). These shares wereincluded in diluted shares from the date of the company's spin-offfrom IAC.

During the second quarter of 2008 the remaining Ask Notes wereconverted.

A $15 million liability for the Ask Notes was included in 'accruedexpenses and other current liabilities' on theDecember 31, 2007 balance sheet.

For 2008 the company recorded a net gain of $4 million related tothe Ask Notes due to decreases in the company's share price duringthe time periods prior to conversion. In 2007 the companyrecorded a net loss of $5 million related to increases in thecompany's share price during the year. These gains and losseswere recorded in 'other, net' on the company's consolidatedstatements of operations and were excluded from both OIBA andadjusted net income for the corresponding periods.

Borrowings

Expedia maintains a $1 billion unsecured revolving creditfacility, which expires in August 2010. As of December 31, 2008,the company had $650 million in borrowings outstanding under thefacility. The company intends to repay $550 million of thatamount by February 20, 2009.

Related to the company's goodwill and intangibles impairment, itrecently amended the company's credit facility to replace itstangible net worth covenant with a minimum interest coveragecovenant. As part of this amendment several financial covenantlevels were tightened, and pricing on the company's borrowingsincreased by 200 basis points.

At the company's discretion it can choose a base rate equal to (1)the greater of the Prime rate or the Federal Funds Rate plus 50basis points or LIBOR plus 100 basis points or (2) variousdurations of LIBOR.

Outstanding letters of credit under the facility as ofDecember 31, 2008, were $58 million, which amount is appliedagainst the company's $1 billion borrowing capacity under thefacility.

Long-term debt relates to $500 million in registered 7.456% SeniorNotes (the 7.456% Notes) due 2018, and $400 million in 8.5% Notesdue 2016 (the 8.5% Notes). The 7.456% Notes are repayable inwhole or in part on August 15, 2013, at the option of the noteholders. The 8.5% Notes are non-callable until 2012. Both Noteissues can be retired at any time at the company's option subjectto make-whole premium of 37.5 basis points in the case of the7.456% Notes and 50 basis points in the case of the 8.5% Notes.

As of December 31, 2008, the company was in compliance with thefinancial covenants under the company's debt facilities.

Annual interest expense related to the company's 7.456% Notes is$37 million, paid semi-annually on February 15 and August 15 ofeach year. Annual interest expense related to the ocmpany's 8.5%Notes is $34 million, paid semi-annually on January 1 and July 1,beginning with January 1, 2009. Accrued interest related to thesenotes was $32 million at December 31, 2008, and is classified as'accrued expenses and other current liabilities' on the company'sbalance sheet.

Other Long-Term Liabilities

Other long-term liabilities increased $8 million due to an$18 million increase for uncertain tax positions recorded underFIN 48 primarily related to acquired companies and $17 million indeferred rent related to lease incentives on the company's newheadquarters, partially offset by the termination of cross-currency swaps during the third quarter and the reclassificationof certain liabilities to 'accrued expenses and other currentliabilities' as they became current.

As reported by the Troubled Company Reporter on June 16, 2008,Moody's Investors Service affirmed Expedia, Inc.'s Ba2 corporatefamily rating and assigned a Ba2 rating to the company's new$500 million senior notes due 2016.

According to the TCR on June 16, 2008, Standard & Poor's RatingsServices assigned a 'BB' rating to Expedia Inc.'s proposed$500 million senior notes due 2016. The company expects to useproceeds to pay off the current balance on the company's$1 billion unsecured revolving credit facility and for generalcorporate purposes. The notes will be senior unsecuredobligations of the company and will rank pari passu with allpresent and future senior indebtness. The 'BB' corporate creditrating on Expedia is affirmed.

FAIRPOINT COMMUNICATIONS: Bank Loan Sells at 42% Discount---------------------------------------------------------Participations in a syndicated loan under which FairpointCommunications is a borrower traded in the secondary market at58.00 cents-on-the-dollar during the week ended February 20, 2009,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 2.50percentage points from the previous week, the Journal relates.The loan matures March 31, 2015. Fairpoint pays 275 basis pointsover LIBOR to borrow under the facility. The bank loan carriesMoody's Ba3 rating and Standard & Poor's BB+ rating.

Syndicated loan of bankrupt Young Broadcasting sold for 38.00cents-on-the-dollar in the secondary market. This represents adrop of 2.42 percentage points from the previous week. YoungBroadcasting pays 225 basis points over LIBOR to borrow under thefacility. The bank loan carries Moody's Ca rating and Standard &Poor's D rating.

Headquartered in Charlotte, North Carolina, FairPointCommunications, Inc. provides a full range of communicationsservices to residential and business customers including local andlong distance voice, data, Internet, television and broadband.FairPoint Communications is traded on the New York Stock Exchangeunder the symbol FRP. FairPoint operates 32 local exchangecompanies in 18 states. With roughly 1.9 million access lineequivalents, FairPoint is the eighth largest telecommunicationscompany in the United States.

FARMERS' MUTUAL: A.M. Best Says Merger No Impact on 'bb-' ICR-------------------------------------------------------------A.M. Best Co. commented on February 12, 2009, that the financialstrength rating (FSR) of B- (Fair) and issuer credit rating (ICR)of "bb-" of The Farmers' Mutual Fire Insurance Company of Dug Hill(Dug Hill) (Manchester, MD) are unchanged at this time. Theoutlook for both ratings is stable.

This commentary follows the recent announcement that Dug Hill hasentered into a definitive merger agreement with Windsor-Mount JoyMutual Insurance Company (Windsor-Mount Joy) (Ephrata, PA).Subject to the terms of the agreement, Dug Hill shall merge intoWindsor-Mount Joy with Windsor-Mount Joy being the survivingcompany.

This transaction is subject to regulatory and policyholderapproval and is expected to close by second quarter 2009. Uponclosing, A. M. Best anticipates the ratings of Dug Hill to bewithdrawn, assigning a category NR-5 (Not Formally Followed) tothe FSR and an "nr" to the ICR.

In December, S&P downgraded FelCor to 'B' from 'B+' and stated itsexpectation that RevPAR and EBITDA would decline by about 8% andin the high-teens percentage area, respectively. S&P's concernsstem from the likely negative impact of the current lodging cycleas the pace of business and leisure travel demand worsens, givenFelCor's operating leverage as a hotel owner and its concentrationin upscale price segments.

These concerns were demonstrated by Host Hotels & Resorts'earnings announcement yesterday. The company released 2009guidance yesterday indicating that RevPAR would decline in therange of 12% to 16%. S&P believes that FelCor's RevPAR will notexperience as severe of a decline as Host's because FelCor has noexposure to the luxury segment. At the same time, S&P isconcerned that S&P's previous RevPAR assumption of negative 8% maynot have been enough given the current lodging environment. Inaddition, S&P now believe that FelCor could experience a 2009EBITDA decline greater than S&P's previous expectation of in thehigh-teens area.

The company's EBITDA margin contracted by 500 basis points, to13%, in the 12 months ended Sept. 30, 2008, and remainssignificantly below the peer average of 30%. S&P expects thatFisher's revenue will decline sharply in 2009 because ofsignificantly weaker ad spending, particularly by autoadvertisers, and also because of the lack of political ad revenue.Although the company has taken steps to cut costs, includingnonrenewal of radio broadcast rights for Seattle Mariners games,S&P is concerned that these measures could be insufficient toavert a sharp decline in operating performance, which could leadto negative free cash flow, diminution of excess cash, and afurther weakening of credit metrics.

Fisher terminated its revolving credit facility, a source ofalternate liquidity, on Dec. 19, 2008. Liquidity to meetoperating and financial obligations now depends on cash and short-term investments of $78 million at Sept. 30, 2008, which thecompany obtained from the sale of its Safeco Corp. shareholding inmid 2008. Use of a significant portion of these cash balances tomake acquisitions or pay dividends would strain the company'sliquidity, in S&P's view. Furthermore, Fisher's senior notesindenture requires the company to apply asset sale proceeds torepurchase outstanding notes at par value, unless it uses theproceeds for certain qualifying purposes (including acquisitions)within 360 days.

"In resolving the CreditWatch listing, S&P will evaluate Fisher'soperating outlook, including its earnings and cash flow, anddiscuss with management how it will use the remaining proceedsfrom the Safeco share sale," noted Ms. Kinzer.

FOAMEX INT'L: Organizational Meeting to Form Panel on Friday------------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 27, 2009, at 10:00a.m. in the bankruptcy cases of Foamex International, Inc. and itsaffiliates. The meeting will be held at J. Caleb Boggs FederalBuilding, 844 King Street, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

The Company and its affiliates first filed for chapter 11protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685through 05-12693). On February 2, 2007, the U.S. Bankruptcy Courtfor the District of Delaware confirmed the Debtors' Second AmendedJoint Plan of Reorganization. The Plan became effective and thecompany emerged from chapter 11 bankruptcy onFebruary 12, 2007.

Foamex missed $7.3 million in interest payments due at the end ofthe Jan. 21 grace periods on the Company's $325 million first-lienterm loan and the $47 million second-lien term loan.

FOAMEX INT'L: Moody's Withdraws 'D' Rating on Chapter 11 Filing---------------------------------------------------------------Moody's Investors Service has withdrawn the ratings of Foamex,L.P. due to the recent announcement by Foamex International, Inc.,Foamex, L.P.'s parent holding company, that it has filed voluntarypetitions for relief under Chapter 11 of the U.S. Bankruptcy Code.Except for Foamex Canada, Foamex's international business, whichincludes operations in Mexico and the Foamex's joint venture inChina, will continue its business operations and will not besubject to the Chapter 11 requirements of the U.S. BankruptcyCode.

These ratings were withdrawn:

-- Probability of Default Rating of D

-- Corporate Family Rating of Ca

-- $325 million first lien senior secured term loan due 2013 of Ca (LGD4, 51%); and,

-- $47 million second lien senior secured term loan due 2014 of C (LGD5, 82%).

The last rating action was on January 23, 2009 at which timeMoody's downgraded Foamex's probability of default rating to D.

Foamex International Inc., headquartered in Media, Pennsylvaniaand operating primarily through its wholly-owned subsidiary FoamexL.P., is a leading manufacturer and distributor of flexiblepolyurethane and advanced polymer foam products. Last twelvemonths revenues through September 28, 2008 approximated$980 million. D.E. Shaw Laminar Portfolios L.L.C., through itsaffiliates, is the primary owner of Foamex.

FOOTHILLS RESOURCES: Meeting to Form Creditors Panel on Wednesday-----------------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 25, 2009, at 10:00a.m. in the bankruptcy cases of Foothills Resources, Inc. and itswholly owned subsidiaries, Foothills California, Inc., FoothillsOklahoma, Inc., and Foothills Texas, Inc. The meeting will beheld at J. Caleb Boggs Federal Building, 844 King Street, Room5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

About Foothills Resources

Foothills Resources, Inc., is an oil and gas exploration companyengaged in the acquisition, exploration and development of oil andnatural gas properties. The Company's operations are primarilythrough its wholly owned subsidiaries, Foothills California, Inc.,Foothills Texas, Inc. and Foothills Oklahoma, Inc.

Syndicated loans of auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal.

Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar, representing a drop of 4.85 percentage points from theprevious week. The loan matures January 31, 2015. Dana pays 375basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded in the secondary market at 38.56cents-on-the-dollar, representing a drop of 4.49 percentage pointsfrom the previous week. The loan matures March 29, 2012. Learpays 250 basis points above LIBOR to borrow under the facility.The bank loan is not rated.

The company has operations in Japan in the Asia Pacific region. InEurope, the company maintains a presence in Sweden, and the UnitedKingdom. The company also distributes its brands in variousLatin-American regions, including Argentina and Brazil.

* * *

Moody's Investors Service in December 2008 lowered the CorporateFamily Rating and Probability of Default Rating of Ford MotorCompany to Caa3 from Caa1 and lowered the company's SpeculativeGrade Liquidity rating to SGL-4 from SGL-3. The outlook isnegative. The downgrade reflects the increased risk that Fordwill have to undertake some form of balance sheet restructuring inorder to achieve the same UAW concessions that General Motors andChrysler are likely to achieve as a result of the recently-approved government bailout loans. Such a balance sheetrestructuring would likely entail a loss for bond holders andwould be viewed by Moody's as a distressed exchange andconsequently treated as a default for analytic purposes.

FORTUNOFF HOLDINGS: Trustee Wants Chapter 7 Liquidation for Firm----------------------------------------------------------------Keiko Morris at Newsday.com reports that Diana G. Adams, the U.S.trustee for Region 2 monitoring Fortunoff Holdings Inc.' Chapter11 reorganization case, has asked the U.S. Bankruptcy Court forthe Southern District of New York to convert the case to Chapter 7liquidation.

Citing Fortunoff Holdings' parent NRDC Equity Partners LLC,Newsday relates that the bankrupt company will be auctioned today,February 23, and will be considered for Court approval on February24.

Newsday states that Ms. Adams, questioning whether the sale wouldgenerate money to pay any of the unsecured creditors, requested ahearing to address her motion on Tuesday. Newsday notes thatconverting the case from Chapter 11 reorganization to a Chapter 7liquidation would result in less administrative expenses andpossibly more money distributed to the unsecured creditors. Courtdocuments say that Fortunoff Holdings owes $72 million to itssecured creditors. Newsday quoted Ms. Adams as saying, " ... If,at the sale hearing, the Debtors cannot meet their burden anddemonstrate that any party other than the Debtors' securedcreditors will benefit from the sale, then the sale isinappropriate."

According to NorthJersey.com, NRDC Equity spokesperson Lori Rhodessaid that Fortunoff Holdings planned to stop accepting gift cardsas of February 5, 2009, but a "miscommunication" with stores ledto gift cards being honored until the policy was enforced onFebruary 17.

Ms. Rhodes said that Fortunoff Holdings is working with creditorsto find a way to resume accepting the cards, NorthJersey.comrelates.

About Fortunoff Holdings

New York-based Fortunoff Holdings LLC -- http://www.fortunoff.com/-- started out as a family-owned business founded by Max and ClaraFortunoff in 1922, until it merged with M. Fortunoff of Westbury,L.L.C., and Source Financing Corporation in 2004. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellite storesin the New Jersey, Long Island, Connecticut and Pennsylvaniamarkets featuring outdoor furniture and grills during theSpring/Summer season and indoor furniture (and in some locationsChristmas trees and decor) in the Fall/Winter season.Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., atSidley Austin LLP, represents the Debtors in their restructuringefforts. The Debtors proposed Zolfo Cooper LLC as their specialfinancial advisor and The Garden City Group Inc. as their claimsagent. When the Debtors filed for protection from theircreditors, they listed assets and debts between $100 million to$500 million each.

This is the second bankruptcy filing by Fortunoff. In 2008,Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.An entity owned by NRDC Equity Partners bought Fortunoff duringits first Chapter 11 case.

FORTUNOFF HOLDINGS: Liquidators May Submit Bids for Assets----------------------------------------------------------Fortunoff Holdings LLC may be bought by liquidators who would shutit down, Bloomberg News said, citing two people with knowledge ofthe bids.

Lauren Coleman-Lochner and Jonathan Keehner of Bloomberg reportedthat Great American Group WF LLC, Hudson Capital Partners LLC, SBCapital Group LLC and Tiger Capital Group LLC are making a jointoffer for the retailer's inventory.

Hilco and Gordon Bros. may submit a competing bid, one of thepeople said, according to Bloomberg.

As reported February 9, 2009 by the Troubled Company Reporter,Fortunoff asked the United States Bankruptcy Court for theSouthern District of New York to approve bidding procedures forthe sale of substantially all of their assets as a going concern,subject to competitive bidding and auction.

New York-based Fortunoff Holdings LLC -- http://www.fortunoff.com/-- started out as a family-owned business founded by Max and ClaraFortunoff in 1922, until it merged with M. Fortunoff of Westbury,L.L.C. and Source Financing Corporation in 2004. Fortunoff offerscustomers fine jewelry and watches, antique jewelry and silver,everything for the table, fine gifts, home furnishings includingbedroom and bath, fireplace furnishings, housewares, and seasonalshops including outdoor furniture shop in summer and enchantingChristmas Store in the winter. It opened some 20 satellite storesin the New Jersey, Long Island, Connecticut and Pennsylvaniamarkets featuring outdoor furniture and grills during theSpring/Summer season and indoor furniture (and in some locationsChristmas trees and decor) in the Fall/Winter season.Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., atSidley Austin LLP, represents the Debtors in their restructuringefforts. The Debtors proposed Zolfo Cooper LLC as their specialfinancial advisor and The Garden City Group Inc. as their claimsagent. When the Debtors filed for protection from theircreditors, they listed assets and debts between $100 million to$500 million each.

This is the second bankruptcy filing by Fortunoff. In 2008,Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.An entity owned by NRDC Equity Partners bought Fortunoff duringits first Chapter 11 case.

The downgrade of the PDR to Ca reflects Moody's view thatFreescale's recent debt exchange offer is a distressed exchange.It also reflects the very high likelihood of the transactionclosing. While no payment default has occurred and there are nodebt maturities until 2012, in Moody's opinion the successfulclosing of the transaction, which is designed to reduce debt andinterest expense, would represent the occurrence of a deemeddefault.

Under the proposed exchange scenarios, up to $1 billion of a firstpriority lien incremental term loan, to be committed via theaccordion feature under the existing bank credit facilities, willbe exchanged for approximately $2.8 to $3.0 billion of senior andsubordinated unsecured notes. If successful, the exchange willresult in a swap of unsecured debt at a substantial discount toface value for a new first lien term loan maturing in 2014.

Existing noteholders that elect to participate in the exchangetransaction would accept principal reductions of 65% - 67% (onaverage), depending on whether the exchange offer is acceptedprior to the early commitment date or after the early commitmentdate. Moody's views this transaction as a means of shrinking anunsustainable debt capital structure (Freescale has roughly$10 billion of gross debt) and reducing interest expense by $80 to$100 million per year. The company's interest burden absent theexchange offer may become a source of significant financial stressgiven that Freescale is planning to materially downsize and/orsell its cellular business. Combined with expectations ofearnings weakness in the remaining core businesses, Moody'santicipates the company's EBITDA and operating cash flow will bemeaningfully reduced in the future. Collectively, these featurescause the transaction to be viewed as analogous to a partialrestructuring, which is deemed to represent a default by Moody'sand incorporated in the Ca PDR.

During the exchange offer process, the Ca PDR will prevail. Uponclosing of the exchange, the PDR will be repositioned to Caa1/LDto reflect the limited default that will have occurred. Thisincorporates Moody's current belief that the going-forward PDRwill likely end up at the Caa1 level shortly after transactionclosing. The "/LD" suffix will be removed after three businessdays.

As Moody's previously commented, to the extent the final outcomeof the exchange is similar to the proposed terms, the rating onthe senior secured bank credit facilities would likely be reviseddownward reflecting a higher expected loss driven by the reducedsenior and junior unsecured positions (support) in the capitalstructure as well as the expanded size of the senior securedcreditor class to approximately $5.2 billion from $4.2 billion.In the event that some debt issues are retired in their entiretyupon transaction closing, the relevant ratings for the same wouldbe withdrawn. Moody's will also assign a rating to the newincremental term loan.

The last rating action was on February 10, 2009, when Moody'scommented that Freescale's proposed debt exchange would likelyresult in a one-notch downgrade of the bank credit facilities toB2 from B1.

Freescale's ratings were assigned by evaluating factors Moody'sbelieve are relevant to the credit profile of the issuer, such as:(i) the business risk and competitive position of the companyversus others within the industry; (ii) the capital structure andfinancial risk of the company; (iii) the projected performance ofthe company over the near-to-intermediate term; and (iv)management's track record and tolerance for risk.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.designs and manufactures embedded semiconductors for thetransportation, networking and wireless markets. The company wasseparated from Motorola via IPO in July 2004 and taken private ina leveraged buyout in December 2006. Revenues for the twelvemonths ended December 31, 2008, were $5.2 billion.

GENERAL MOTORS: Task Force to Start Analyzing Restructuring Plan----------------------------------------------------------------Maya Jackson Randall at The Wall Street Journal reports that thethe Presidential Task Force on the Auto Industry will startanalyzing the restructuring plans that General Motors Corp. andChrysler LLC submitted last week.

WSJ relates that Treasury Secretary Timothy Geithner and WhiteHouse economic adviser Lawrence Summers are leading the taskforce, which will have its first meeting at the TreasuryDepartment. Mr. Geithner said in a statement that the task forcewould meet "to analyze the companies' plans and to solicit thefull range of input from across the administration on therestructuring necessary for these companies to achieve viability."

According to WSJ, the meting is expected to start the talksbetween the government and the automakers. The meeting will beclosed to the press, WSJ says, citing the Treasury.

WSJ states that the government said that it will take a great dealof support to keep the struggling firms viable. White House PressSecretary Robert Gibbs said in a statement, "It is clear thatgoing forward, more will be required from everyone involved --creditors, suppliers, dealers, labor and auto executivesthemselves -- to ensure the viability of these companies goingforward."

House Speaker Nancy Pelosi said in a statement that thereorganization plans represent "the next step in what has been adifficult and disappointing chapter for the American economy, butI hope it will become the transformation of our domesticautomobile industry into a viable, technologically advanced andglobally competitive manufacturing force."

No more taxpayer money should be given to Chrysler until itsparent company, Cerberus, agrees to inject more funds into thefirm, as "this is a private equity-owned company. I don't see howwe put any more taxpayer money into it. [Cerberus] has enoughmoney, if it wants to put up money it should do so," WSJ quotedSen. Judd Gregg as saying.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

GM's common stock was considered the stock market's bellwether formany years, hence the saying "What's good for GM is good forAmerica."

As reported in the Troubled Company Reporter on Nov. 10, 2008,General Motors Corporation's balance sheet at Sept. 30, 2008,showed total assets of US$110.425 billion, total liabilities of$170.3 billion, resulting in a stockholders' deficit of$59.9 billion.

* * *

As reported in the Troubled Company Reporter on Nov. 11, 2008,Standard & Poor's Ratings Services lowered its ratings, includingthe corporate credit rating, on General Motors Corp. to 'CCC+'from 'B-' and removed them from CreditWatch, where they had beenplaced with negative implications on Oct. 9, 2008. S&P said thatthe outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter onNov. 11, 2008, placed the Issuer Default Rating of General Motorson Rating Watch Negative as a result of the company's rapidlydiminishing liquidity position. Given the current liquidity levelof US$16.2 billion and the pace of negative cash flows, Fitchexpects that GM will require direct federal assistance over thenext quarter and the forbearance of trade creditors in order toavoid default. With virtually no further access to externalcapital and little potential for material asset sales, cashholdings are expected to shortly reach minimum required operatinglevels. Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,DBRS has placed the ratings of General Motors Corp. and GeneralMotors of Canada Limited Under Review with Negative Implications.The rating action reflects the structural deterioration of thecompany's operations in North America brought on by high oilprices and a slowing U.S. Economy.

GENERAL MOTORS: Two Governments Deny Aid; Firm Goes to KDB----------------------------------------------------------Ola Kinnander and Leila Abboud at The Wall Street Journal reportthat the South Korean government turned down GM Daewoo Auto &Technology Co.'s plea for financial assistance last week.

According to Kyong-Ae Choi and Jin-Young Yook at WSJ, GM Daewoo'spresident and CEO Michael Grimaldi met South Korea's KnowledgeEconomy Minister Lee Youn-ho to ask for financial aid. Therequest was denied, says the report.

WSJ relates that GM Daewoo went to the Korea Development Bank onFriday to ask for an undisclosed amount of emergency funding asthe firm faces a liquidity crunch. According to the report, GMDaewoo's sales dropped 51% to 45,842 units in January 2009,compared to January 2008.

Citing a KDB official, WSJ says that GM Daewoo already reached its1.3 trillion won credit limit from KDB and commercial banks andhas 125 billion won in loans coming due in October 2009. Thereport states that GM Daewoo owes KDB about 1.055 trillion won."We will decide whether to offer financial aid to GM Daewoo afterreviewing documents about the company's financial status," WSJquoted the official as saying.

Financial Aid Pleas to Governments

WSJ notes that General Motors Corp. has approached five foreigngovernments for a total of $6 billion in financial assistance:

WSJ relates that GM asked the Canadian government on Friday forhelp in covering fast-growing retiree costs. According to thereport, Canadian Minister of Industry Tony Clement said during anews conference that GM said it is seeking a loan of C$6 billionto C$7 billion. The report states that money-saving labor dealsin the U.S. and the weak American dollar reduced Canada'scompetitive edge in labor costs, making GM's future in Canadauncertain.

Sweden

GM's Saab, WSJ relates, has filed for reorganization in Sweden onFriday, after the Swedish government refused to bail out Saab,saying it didn't believe a plan to restructure the money-losingautomaker was realistic. The report states that Saab sought anestimated $572 million in aid from the government.

According to WSJ, Saab has rarely turned a profit since GM firstinvested in the brand in 1990. Its sales have dropped so far thatits viability as an independent company is "very low," WSJreports, citing Joran Hagglund, state secretary at the SwedishMinistry of Enterprise, Energy and Communication.

WSJ quoted Paul Akerlund, a union representative at Saab, assaying, "I don't think the government understands what a serioussituation this is. At the end of this crisis, countries likeFrance and the U.S. will have helped save their car makers, whileSweden will have nothing left."

Germany

WSJ reports that GM's Opel subsidiary said on Friday that due to arapidly deteriorating auto market, the unit would need far moregovernment financial support than previously anticipated.According to the report, Opel said that it would need at leastEUR3.3 billion in fresh capital to survive and become moreindependent of its ailing parent. The report says that Opelrequested a EUR1.8 billion financial aid in 2008.

According to WSJ, the German government said that it wouldconsider Opel's plea when it receives the company's formalrestructuring plan. WSJ says that the government could take astake in Opel.

France & Other Countries

WSJ says that countries including France have responded withsizable aid packages to automakers, while Spain and Italy -- likeGermany -- have passed measures to urge people to purchase cars.According to WSJ, the European Union said it would extend aboutEUR7 billion in financial assistance for companies that developmore environmentally friendly cars or technologies.

WSJ relates that GM, as part of its recovery plan, pledged tosqueeze $1.2 billion in savings out of its European operations,causing Opel and Saab to consider seeking independence from GM byeither selling themselves to or partnering with other auto makers,which analysts say would be difficult.

About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

GM's common stock was considered the stock market's bellwether formany years, hence the saying "What's good for GM is good forAmerica."

As reported in the Troubled Company Reporter on Nov. 10, 2008,General Motors Corporation's balance sheet at Sept. 30, 2008,showed total assets of US$110.425 billion, total liabilities of$170.3 billion, resulting in a stockholders' deficit of$59.9 billion.

* * *

As reported in the Troubled Company Reporter on Nov. 11, 2008,Standard & Poor's Ratings Services lowered its ratings, includingthe corporate credit rating, on General Motors Corp. to 'CCC+'from 'B-' and removed them from CreditWatch, where they had beenplaced with negative implications on Oct. 9, 2008. S&P said thatthe outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter onNov. 11, 2008, placed the Issuer Default Rating of General Motorson Rating Watch Negative as a result of the company's rapidlydiminishing liquidity position. Given the current liquidity levelof US$16.2 billion and the pace of negative cash flows, Fitchexpects that GM will require direct federal assistance over thenext quarter and the forbearance of trade creditors in order toavoid default. With virtually no further access to externalcapital and little potential for material asset sales, cashholdings are expected to shortly reach minimum required operatinglevels. Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,DBRS has placed the ratings of General Motors Corp. and GeneralMotors of Canada Limited Under Review with Negative Implications.The rating action reflects the structural deterioration of thecompany's operations in North America brought on by high oilprices and a slowing U.S. Economy.

GENERAL MOTORS: Rating Not Affected By Saab Filing, DBRS Says-------------------------------------------------------------Dominion Bond Rating Service notes that Saab Automobile (Saab), aunit of General Motors Corporation, has filed for reorganizationin its native Sweden. These developments follow previousunsuccessful efforts by GM to have the Swedish government assumean equity stake in Saab or provide some other form of assistance.DBRS notes that Saab's filing has no impact on the ratings of GM.The Saab unit has consistently incurred losses and is expected tocontinue to do so over the near term. However, Saab's scale isrelatively minor, as its 2008 total sales of 93,000 unitsaccounted for just over 1% of GM's global vehicle sales.

Saab's reorganization filing represents an effort to ultimatelycreate an independent entity. DBRS is of the opinion that this islikely modestly beneficial to GM, as it potentially removes adistraction from senior management of the Company and affords themmore opportunity to focus on the continuing revitalization of thecore GM brands and operations.

In 2008, Saab, according to estimates, incurred a loss ofapproximately three billion Swedish kronor. The unit employs inthe range of 4,400 people; the majority of production is sourcedin Trollhattan, Sweden.

GENERAL MOTORS: Viability Plan No Immediate Impact on DBRS Rating-----------------------------------------------------------------Dominion Bond Rating Service notes that General Motors Corporationsubmitted a revised Restructuring Plan to the United StatesDepartment of the Treasury. The Revised Plan has no immediateimpact on GM's current ratings, with the Issuer Rating remainingat CC, with a Negative trend. DBRS continues to be of the opinionthat the Company has just sufficient liquidity to maintainoperations over the near term, with the Revised Plan seekingadditional government funding relative to the $18 billioninitially requested under the Company's previous restructuringplan submitted on December 2, 2008. DBRS also notes that, absentadditional funding, the Company's liquidity position could fallbelow minimally required levels in the near term.

With respect to funding, the Revised Plan requests an additional$4.5 billion to repay GM's secured debt that matures in 2011(previously, the Company had assumed that this debt would berolled over). Furthermore, citing global automotive conditionseven more depressed than those stipulated only two months prior,GM has also outlined a new downside scenario where the U.S.seasonally adjusted annual rate (SAAR) in 2009 drops to9.5 million units (from 10.5 million units). Under this reviseddownward scenario, the Company would seek an additional$7.5 billion. As such, currently GM's total ask potentiallyamounts to $30 billion; DBRS notes that thus far, $13.4 billion inU.S. Troubled Assets Relief Program funding has been disbursed.GM further disclosed that it is also seeking additional supportfrom various other governments, including Australia, Canada andGermany; such incremental funding could amount to as much as $6billion by 2010.

Regarding GM's deliverables, the Company has outlined the progressit has made on several fronts. With respect to brandconsolidation, GM has now specified that this would be completedby 2011, with four core brands remaining: Chevrolet, Cadillac,Buick and GMC. Pontiac would be positioned as a niche brand goingforward, with HUMMER and Saab subject to either sale orreorganization in the very near future. Saturn is to remain openthrough the life cycle of its current product portfolio, assumedto end in 2011. Subsequently, absent a sale or spin-off, Saturnwould be phased out. GM also further reduced its number of U.S.manufacturing plants by 2012 to 33 from 38; (DBRS notes that thetargeted plants have yet to be identified).

GM also indicated that it has reached a new agreement with theUnited Auto Workers (UAW) to further lower labour costs to a levelthat is competitive with the transplant automotive manufacturers;however, no specifics have been provided. Similarly, the Companystated that negotiations with its unsecured bondholders areprogressing, with no further details being disclosed.

Finally, GM revealed that while it has further investigatedentering into formal bankruptcy proceedings, the Company remainsof the opinion that its restructuring would be best achievedoutside of such a process. However, DBRS notes that should theRevised Plan be ultimately approved by the U.S. government andresult in additional funding, the Company's liquidity positionwould remain weak and not fundamentally changed. For the timebeing, previous rating actions related to GM sufficientlyincorporate its current credit profile. However, the extremelyvolatile market conditions do not preclude further rating actionsin the near term.

GENERAL MOTORS: Saab Obtains Creditor Protection in Sweden----------------------------------------------------------Saab Automobile filed for protection from creditors after parentGeneral Motors Corp. said it will cut ties with the Swedishcarmaker following two decades of losses, Bloomberg News reported.

Saab Chief Executive Officer Jan Aake Jonsson said in a statementthat the Trollhaettan, Sweden-based Company filed forreorganization with a Swedish district court to separate itselffrom GM and bring resources back to Sweden.

The reorganization, slated to take three months, will place Saabunder court supervision, with the aim of creating a "fullyindependent" business entity, the report said.

According to Benedikt Kammel of Bloomberg, the Swedish districtcourt has approved Saab's request for reorganization, putting theSwedish carmaker under protection from creditors and under Swedishsupervision for the first time since General Motors bought thecarmaker two decades ago.

GM Europe, Bloomberg relates, said in an e-emailed statement thatSaab will promptly set up "a viable mechanism for the timelypayment of suppliers' claims toward Saab".

The Associated Press reported February 13 that Saab AB turned to afourth-quarter loss, mainly hurt by charges taken for projectdelays, and warned it may have to cut more jobs going forward.Saab reported a loss of 724 million kronor ($86 million), comparedwith a previous profit of around 1 billion kronor in the samequarter last year. The shortfall, according to the report, wasmainly attributed to provisions and write-downs of just over 1.5billion kronor to account for delays in major projects.

Andreas Cremer and Chris Reiter of Bloomberg said that GeneralMotors' decision to push its Saab unit into bankruptcy protectionputs pressure on Germany, the U.K. and Spain to come up withfunding that the U.S. company says is needed to save the rest ofits European business. Germany-based unit Opel needs a rescuepackage that may exceed EUR3.3 billion ($4.23billion), said its supervisory-board member Armin Schild. GM'sOpel may be next `domino' after Saab, absent a rescue plan,Bloomberg said.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

GM Europe is based in Zurich, Switzerland, while General MotorsLatin America, Africa and Middle East is headquartered inMiramar, Florida.

As reported in the Troubled Company Reporter on Nov. 10,2008, General Motors Corporation's balance sheet atSept. 30, 2008, showed total assets of US$110.425 billion, totalliabilities of US$170.3 billion, resulting in a stockholders'deficit of US$59.9 billion.

* * *

As reported in the Troubled Company Reporter on Nov. 11, 2008,Standard & Poor's Ratings Services lowered its ratings, includingthe corporate credit rating, on General Motors Corp. to 'CCC+'from 'B-' and removed them from CreditWatch, where they had beenplaced with negative implications on Oct. 9, 2008. S&P said thatthe outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter onNov. 11, 2008, placed the Issuer Default Rating of General Motorson Rating Watch Negative as a result of the company's rapidlydiminishing liquidity position. Given the current liquidity levelof US$16.2 billion and the pace of negative cash flows, Fitchexpects that GM will require direct federal assistance over thenext quarter and the forbearance of trade creditors in order toavoid default. With virtually no further access to externalcapital and little potential for material asset sales, cashholdings are expected to shortly reach minimum required operatinglevels. Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,DBRS has placed the ratings of General Motors Corp. and GeneralMotors of Canada Limited Under Review with Negative Implications.The rating action reflects the structural deterioration of thecompany's operations in North America brought on by high oilprices and a slowing U.S. Economy.

GLASS YOUTH: Will File for Chapter 11 Bankruptcy Protection-----------------------------------------------------------Stephanie Strom at The New York Times reports that the board ofGlass Youth and Family Services has decided that the Los Angeles-based charity file for Chapter 11 bankruptcy protection.

According to The NY Times, Glass Youth failed to overcome fallingstate reimbursements, rising costs, and dwindling donations. TheNY Times relates that Glass Youth and Family Services had beenliving off its credit cards for several months. "The Internet wasdown for two days last week because we couldn't pay the bill, anda repo man showed up for one of the vans we use to transport thekids around," the report quoted charity director TeresaDeCrescenzo as saying.

Citing Ms. DeCrescenzo, The NY Times notes that the state ofCalifornia, hadn't raised the rates it pays for services in nineyears, while expenses had increased. The state, says the report,accounts for almost 70% of Glass Youth's revenues.

The NY Times states that Glass Youth had decided to allow only sixbeds in its group homes. According to the report, Ms. DeCrescenzosaid, "We have held out for more than a decade against moving to agroup home model with 12 beds or more because we thought smallerhomes create a family environment that was better for the kids.That was a mistake."

Ms. DeCrescenzo said that American Express has been asking her forpayment of $100,000 that has been charged to the corporate creditcard for hotel rooms for teenagers who had aged out of grouphomes, The NY Times relates. American Express, says The NY Times,is also threatening to seek a lien against Ms. DeCrescenzo'shouse. The NY Times reports that the I.R.S. also wants the housebecause Glass Youth has failed to pay its payroll taxes.

"The project is on target for substantial completion on time -oreven possibly slightly ahead of schedule- and on budget andMoody's expects that the operating performance will besatisfactory says Catherine Deluz, Moody's analyst for GCFI.However overlaying that fundamental strength of the project is thecredit weakening of major financial counterparties to GCFI. Thisis exposing the project to probable additional liquidityrequirements in the medium term and, over the term of the project,increased risk of hedging counterparty default. In addition,Moody's notes that GCFI may need to replace at least one monolineinsurance company in a very difficult environment and/or rely onthe lenders agreeing to some amendments to the loan agreements orto some waivers at some point during the term of the loan. Thatissue is particularly critical with respect to XL CapitalAssurance (UK) Ltd (a.k.a. Syncora) whose IFS is now Caa1 and hasa material probability of incurring an Event of Default -asdefined in the loan agreement- thus potentially triggering anevent of default under the credit facility. Finally, GCFI mayalso need to rely on some limited but crucial support from theproject sponsor in the next two years in order to meet the debtservice reserve fund requirements unless acceptable surety bondscan be put in place in the next two years. These are structuralweaknesses which are normally not present in investment gradeprojects. At this stage, given the performance of the project, itis believed that such lenders' support and sponsor support will beforthcoming. It is also believed that GCFI understands thechallenges created by the rating downgrades of some of its majorcounterparties and will work to resolve them. Any change to thatassumption could have very material rating consequences". Theoutlook is negative reflecting the negative outlook attached tothe two lenders and hedge providers of the project.

The last rating action was on September 30, 2008, when GCFI wasput under review for possible downgrade.

Debt list:

* Insured Senior Secured Bank Credit Facilities: C$963.4 million.

Golden Crossing Finance and Golden Crossing General Partnershipare special purpose vehicles indirectly owned by Bilfinger BergerAG (not rated). Both GCFI and GCGP are headquartered inVancouver, British Columbia. GCFI is the financial conduitcreated to provide funding to GCGP for the development of theGolden Ears Bridge project, which consists of a new six-lanebridge across the Fraser River east of Vancouver, BritishColumbia, and approximately 13 kilometres of new and existingroads. The project is a Public Private Partnership with the SouthCoast British Columbia Transportation Authority.

GREAT CIRCLE: Court Sends Plan for Voting, Deadline on March 20---------------------------------------------------------------The U.S. Bankruptcy Court for the Central District of Californiahas approved the disclosure statement describing Great CircleFamily Foods, LLC, and its debtor-affiliates' Second Amended Planof Reorganization.

Ballots for or against the Plan must be returned not later that5:00 p.m. Pacific Standard Time on March 20, 2009, to counsel ofthe Debtors:

Any objection to the Plan confirmation must be filed with theCourt on or before April 14, 2009, with same day service uponcounsel to the Debtors.

The hearing to consider the confirmation of the Plan will be heldon April 30, 2009, at 10:30 a.m.

Pursuant to the Second Amended Plan of Reorganization, all of theDebtors will be merged into and substantially consolidated withGreat Circle Family Foods, LLC, as the Reorganized Debtor. On thePlan's Effective Date, all of the existing equity interests in allof the Debtors will be cancelled and extinguished.

On the Plan Effective Date, the Reorganized Debtor will be owned50% by the New Investor and 50% by the Liquidating Trust for thebenefit of holders of allowed general unsecured creditors claims.Roger E. Glickman will serve as the initial Chairman of theManagement Committee of the Reorganized Debtor as well as theChief Executive Officer and Chief Financial Officer of theReorganized Debtor, which are the same titles he holds at thistime. Brett Garlinghouse will serve as the initial President ofthe Reorganized Debtor, which is the same title he holds at thistime. The Reorganized Debtor will serve as the disbursing agentfor purposes for making all distributions required to be madeunder the Plan.

In exchange for a contribution of $150,000 of new cash, all ofwhich will be paid to the holders of Class 4 allowed generalunsecured claims, and various personal guarantees to GE CapitalFranchise Finance Corp., the Debtors' primary secured creditor,and Krispy Kreme Doughnut Corp., Richard Reinis will receive 50%of the equity interests in the Reorganized Debtor. Richard Reinisowns October Acquisitions, LLC, the Debtors' other primary securedcreditor.

The Plan segregates the various claims against and interest in theDebtors as follows:

Class Description Treatment

1 All Claims of GE Impaired; Entitled to Vote

2 All Claims of October Impaired; Entitled to Vote Acquisitions, LLC

3 Non-tax Priority Claims Unimpaired; Not Entitled to Vote

4 General Unsecured Impaired; Entitled to Vote Claims

5 Other Secured Claims Impaired; Entitled to Vote

6 All Equity Holders Not Entitled to Vote; Deemed to have rejected the Plan.

The debt owed to October Acquisitions, LLC amounts toapproximately $5,625,000. OA has agreed to permit the ReorganizedDebtor to repay the full amount of OA's allowed secured and superpriority administrative claim of $210,127 over time and tovoluntarily waive the balance of its claim of more than $5,400,000in order to increase the distributions and value to be received byother general unsecured creditors. OA is owned by Richard Reinis.

General unsecured creditors will receive a cash payment in theamount of $400,000 ($150,000 of which will be funded from the newcash contribtuion, with the other $250,000 to be funded from theDebtors' cash on hand) plus 50% of the stock in the ReorganizedDebtor.

Classes 1, 2, 4 and 5 are impaired under Plan and are entitled tovote under the Plan. All equity holders are deemed to haverejected the plan and are not entitled to vote.

The Debtors will ask the Court to confirm the Plan by cramdown onany and all impaired classes that do not vote to accept the Plan.By a cramdown process, a plan may still be confirmed if it meetsall consensual requirements and if it does not "discriminateunfairly" and is "fair and equitable" toward each impaired classthat has not voted to accept the Plan.

Based in Fullerton, California, Great Circle Family Foods,LLC -- http://www.gcff.com/-- in engaged in the businesss of owning and operating Krispy Kreme Doughnut stores. Great Circleand 5 of its affiliated debtors currently own and operate 8 KrispyKreme Dughnut stores and manage 3 others. The Debtors filedseparate petions for Chapter 11 protection on Aug. 22, 2007(Bankr. C.D. Calif. Lead Case No. 07-12600). David M. Poitras,Esq., at Jeffer, Mangels, Butler & Marmaro LLP; Holly Roark, Esq.,Juliet Y. Oh, Esq., Kim Tung, Esq., Monica Y. Kim, Esq., OvsannaTakvoryan, Esq., and Ron Bender, Esq., at Levene, Neale, Bender,Rankin & Brill, L.L.P.; and Mitchell N. Reinis, Esq., at Silver &Freedman, represent the Debtors. Weiland, Golden, Smiley, WangEkvall & Strok LLP represents the Official Committee of UnsecuredCreditors as counsel. When the Debtors filed forprotection from their creditors, they listed assets of between$1 million and $100 million and the same range in debts.

GREATER OHIO ETHANOL: Lima Ethanol Plant Sold to Paladin--------------------------------------------------------Greater Ohio Ethanol was authorized by the U.S. Bankruptcy Courtfor the Northern District of Ohio in Toledo to sell its ethanolfacility for $5.75 million cash and a note for $15.05 million thebuyer may repurchase for as little as $2.5 million, Bloomberg'sBill Rochelle reported.

According to the report, the buyer is Paladin Ethanol AcquisitionLLC. The plant cost $117 million to build, Mr. Rochelle notes.

There were no acceptable bids by the original Dec. 15 deadline setby the Bankruptcy Court.

Mr. Rochelle says the unsecured creditors committee objected tothe sale, noting that the buyer was affiliated with one of theowners of the Company and that the sale would only benefit securedcreditors.

Ethanol Producer previously pointed out that the $18 millionpurchase price was lesser than the $90 million owed to majorinvestors.

Lima, Ohio-based Greater Ohio Ethanol started operating in July2008. It filed for Chapter 11 bankruptcy protection in November2008, blaming design flaws that led to mechanical failures andincreased water usage during operation as reasons for itscollapse. The firm listed more than 200 creditors, includinglocal investors and contractors. The city of Lima's UtilitiesDepartment is listed as one of the firm's 20 largest creditorswith claims of more than $190,000 in utility fees.

HERTZ CORP: Bank Loan Sells at 30% Off in Secondary Market----------------------------------------------------------Participations in a syndicated loan under which Hertz Corporationis a borrower traded in the secondary market at 68.22 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 1.47 percentagepoints from the previous week, the Journal relates. The loanmatures on December 21, 2012. Hertz pays 150 basis points overLIBOR to borrow under the facility. The bank loan carries Moody'sBa1 rating and Standard & Poor's BB+ rating.

Syndicated loans of auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal.

Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar, representing a drop of 4.85 percentage points from theprevious week. The loan matures January 31, 2015. Dana pays 375basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's B+ rating.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.(NYSE: HTZ), is the world's largest general use car rental brand,operating from approximately 8,000 locations in 147 countriesworldwide. Hertz also operates one of the world's largestequipment rental businesses, Hertz Equipment Rental Corporation,through more than 375 branches in the United States, Canada,France, Spain and China.

At the same time, S&P lowered the rating on Host Hotels & ResortsL.P.'s secured debt to 'BB+' (two notches higher than thecorporate credit rating) from 'BBB-'. The recovery rating on thisdebt remains at '1', indicating S&P's expectation of very high(90% to 100%) recovery for lenders in the event of a paymentdefault.

S&P's previous 'BB' rating incorporated the expectation that Hostwould experience a decline in 2009 EBITDA of 15% to 20%.Yesterday, Host lowered its 2009 guidance for RevPAR to decline ina range of 12% to 16%, for EBITDA to decline about 35%, and forFFO to decline about 50%. This is primarily the result of thenegative impact of the current lodging cycle as the pace ofbusiness and leisure travel demand worsens, given Host's operatingleverage as a hotel owner and its concentration in upscale andluxury price segments. Though S&P continue to expect a moderatingpace of decline for U.S. RevPAR in the second half of 2009, andthe start of a U.S. lodging industry recovery in 2010, S&Pbelieves that by the end of this year, Host's credit measures willbecome weak for the current 'BB-' rating.

The reason S&P is willing to hold the corporate credit rating at'BB-' at this time, despite S&P's expectation that Host's creditmeasures will weaken beyond S&P's threshold measures for therating this year, is because S&P believes the U.S. lodgingindustry will begin to recover in 2010. In addition, the currentrating incorporates S&P's expectation that Host will maintainadequate cushion relative to covenants in the company's creditfacility and bond indentures, and that debt maturities in 2009 and2010 are manageable and likely to be refinanced.

The rating reflects Host's aggressive financial risk profile and,as a real estate investment trust, its reliance on externalsources of capital for growth. The company's high-quality andgeographically diversified hotel portfolio within the U.S. of 116owned hotels and approximately 63,000 rooms (at December 2008),high barriers to entry for new competitors because of its hotels'locations (primarily in urban and resort markets or close toairports), its strong brand relationships, and experiencedmanagement team temper these factors.

HRP MYRTLE: Hard Rock Park May Keep Name, Says New Owner--------------------------------------------------------Meg Kinnard at The Associated Press reports that Steve Baker --president and CEO of Baker Leisure Group, one of the new owners ofHRP Myrtle Beach Holdings LLC's Hard Rock Park -- said that hewants to keep the park's name and hire about 750 workers to get itback up and running this year.

"We're very desirous of keeping the name. We think that's it's avery strong brand and has instant recognition almost on aworldwide basis," The AP quoted Mr. Baker as saying.

FPI MB Entertainment LLC received approval from the United StatesBankruptcy Court for the District of Delaware to purchasesubstantially all of the assets of Hard Rock Park for about$25 million. The sale was anticipated to close by February 19,2009.

With the pending purchase, FPI MBE, whose group memberscollectively have more than 100 years in the attractions andentertainment industry, has committed to the successful reopeningand operation of the Park. Members of FPI MBE include FreestylePark International, a division of MT Development of Moscow;Roundbox Advisors; Baker Leisure Group; and a group of MyrtleBeach, S.C.-area investors. Baker Leisure Group, a world-renownedtheme park management company, has been retained to manageoperations of the park.

After moving through the necessary channels with the appointedChapter 7 Trustee in the United States Bankruptcy Court for theDistrict of Delaware, the group was granted a sale approval afterpresenting sufficient funding and providing plans for reopeningthe park for the 2009 season. The park is tentatively scheduledto open Memorial Day weekend.

FPI MBE investors responsible for purchasing the park are:

-- Roundbox Advisors;

-- Freestyle Park International, a division of MT Development;

-- Baker Leisure Group;

-- Thomas M. Hiles of Wilmington, N.C.; and

-- D. Tim Duncan of Myrtle Beach, S.C.

Messrs. Hiles and Duncan were two of the founding members of theoriginal Hard Rock Park and Duncan served on the board ofdirectors of the park.

The AP quoted Mr. Baker as saying, "The park's in great shape.It's a big effort, but we'll make it."

About HRP Myrtle

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,LLC -- owns and operates Hard Rock Park, a rock-n-roll theme parkin Myrtle Beach, South Carolina, under a long-term licenseagreement with Hard Rock Cafe International (USA), Inc. Thecompany and six of its affiliates filed for Chapter 11 protectionon Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193). StevenGoodwin will serve as the Debtors' chief executive officer. TheU.S. Trustee for Region 3 has not appointed creditors to serve onan Official Committee of Unsecured Creditors. Richards, Layton &Finger represents the Debtors as counsel. Dorsey & Whitney LLPrepresents the Officiala Committee of Unsecured Creditors ascounsel. When the Debtors filed for protection from theircreditors, they listed assets and debts of between $100 millionand $500 million each. The case was converted to liquidationproceedings under Chapter 7 in January 2009.

HYPERDYNAMICS CORP: Posts $6.1MM Net Loss in the Last Six Months----------------------------------------------------------------Hyperdynamics Corporation disclosed in a regulatory filing withthe Securities and Exchange Commission its financial results forthree and six months ended Dec. 31, 2008.

At Dec. 31, 2008, the company's balance sheet showed total assetsof $9,334,000, total liabilities of $5,757,000 and shareholders'equity of $3,577,000.

For three months ended Dec. 31, 2008, the company posted net lossof $6,173,000 compared with net loss of $2,096,000 for the sameperiod in the previous year.

For six months ended Dec. 31, 2008, the company posted net loss of$8,945,000 compared with net loss of $5,363 for the same period inthe previous year.

Liquidity and Capital Resources

In order to address its liquidity situation, Hyperdynamicsmanagement remains focused on bringing in joint venture partnersto help the company monetize a portion of its most significant yetspeculative oil and gas exploration asset offshore West Africa.The company is are also evaluating measures to further reduce itscosts and working on the possibility of selling some of itsproducing assets. Finally, the company is talking with potentialfinancial partners and seeking investment from outside investors.If management is not successful in monetizing a portion of itsexploration assets, selling part or all of its producing assets,or raising additional funds, Hyperdynamics may not survive.

The company's top corporate priority at this time is to attract ajoint venture or financial partner so that we can fund anaccelerated exploration work program offshore Guinea.

Going Concern Doubt

Hyperdynamics has incurred losses since inception, resulting incumulative losses of $67,774,000 through Dec. 31, 2008. TheCompany has historically been able to raise capital as planned toprogress the exploration of its most significant oil and gas assetoffshore West Africa, and to slowly develop its producing assetsin Louisiana. The world economic crisis has injected moreuncertainty into the picture and the related depressed price foroil has weakened the Company's production revenues and limited itsoptions for continuing to raise new capital. These combinedconditions raise substantial doubt about Hyperdynamics' ability tocontinue as a going concern.

Hyperdynamics' future is dependent upon its ability to obtainproceeds from the sale or monetization of some of its oil and gasexploration assets, to obtain continued equity or debt financing,and ultimately upon developing future profitable operations fromthe development of its oil and gas properties. Management plansremain focused on obtaining well capitalized joint venturepartners to help the company monetize a portion of offshoreexploration asset. Management is also working on the possibilityto sell some or all of its producing assets in Louisiana, andfinally on evaluating how it can raise additional capital tofurther its business operations.

Headquartered in Sugar land, Texas, Hyperdynamics Corporation(AMEX:HDY) -- http://www.hypd.com/-- is an independent oil and gas exploration and production company. The Company owns rightsfor exploration and exploitation of oil and gas in a 31,000 squaremile concession off the coast of the Republic of Guinea in WestAfrica. In ad dition to its Guinea concession, Hyperdynamicsholds working interests in several oil and gas properties inNortheast Louisiana. At June 30 , 2008, Hyperdynamics had 150,435barrel of oil equivalent of reserves related to these Louisianaproperties. The Company's subsidiaries include HYD ResourcesCorporation, Trendsetter Production Company, SCS Corporation andSCS Corporation Guinee SARL. Hyperdynamics has two segments: itsoperations in Guinea and its domestic Louisiana operations.

JB POINDEXTER: Moody's Downgrades Corp. Family Rating to 'B3'-------------------------------------------------------------Moody's Investors Service downgraded J.B. Poindexter & Co., Inc.'sCorporate Family Rating and Probability of Default Rating to B3from B2, and its $200 million senior unsecured notes to Caa1 fromB3. The Speculative Grade Liquidity rating was affirmed at SGL-3.The rating outlook was changed to stable from negative.

The downgrade reflects the company's operating performance whichhas been below Moody's expectation, would likely furtherdeteriorate in the next 6-12 months in face of significant top-line challenges across all its business segments as the recessiondeepens. Moody's believes that J.B. Poindexter's run-rate creditmetrics such as its high leverage and low interest coverage woulddeteriorate further and no longer support a B2 rating over theintermediate term.

Customer demand for J.B. Poindexter's products, including truckbodies, step-vans, pickup truck caps and tonneau covers, isanticipated to be significantly pressured as a result of the lowclass 5-7 commercial vehicle order and substantially reduced newpick-up truck sales projection in 2009. Further, the sales at thecompany's machining service unit which generated approximately 70-80% of the total EBITDA in 2008, are expected to declinematerially in 2009 in part due to the plummeting oil prices thathave deterred the demand for its products. The company hasdisclosed recently that its machining service backlog has declinedby nearly 30% compared to a year ago, and all its other businesssegments also saw substantial backlog decline. Although Moody'srecognizes the potential benefit of cost saving initiative andcompany's recent success in improving operational efficiency atits Morgan Olson business unit, the pace and magnitude of theexpected revenues decline could more than offset the effects ofthese initiatives, resulting in a credit profile that would beconsistent with B3 rating.

The B3 CFR recognizes the company's established customer base,strong market position as well as anticipated adequate liquidityas indicated by the affirmation of its SGL-3. The stable outlookincorporates Moody's view the operational initiatives that havebeen implemented and its relatively flexible cost structure, couldhelp the company partially mitigate the negative pressure on itsperformance and credit metrics.

The downgrade reflects Moody's opinion that Jefferies' operatingperformance over at least the next several quarters is unlikely tobe sufficiently strong to remain consistent with a Baa1 rating.This is a function of both the very challenging revenueenvironment in all of its major operating businesses as well as alevel of fixed expenses that, while reduced from its prior levels,is nonetheless likely to pressure profitability unless revenuesrecover meaningfully in 2009 or early 2010.

Importantly, the downgrade also incorporates the fact that thediversification of Jefferies' franchise proved insufficient toinsulate it from a downturn in capital market activity. "Sincethe onset of the credit crisis, Jefferies was able to avoid write-downs in problematic asset categories like mortgages and leveragedloans, which reflects positively on its risk appetite," saidMoody's analyst, Alexander Yavorsky. "Nonetheless, the company'svolatile operating performance and five consecutive losingquarters reflect negatively on its credit profile and ability tomaintain through-the-cycle profitability, " Yavorsky added.

The rating agency also noted that Jefferies' Baa2 rating issupported by a liquid balance sheet unencumbered with sizableproprietary positions and a strong liquidity profile. Thesefactors, which reflect management's preference for less capital-intensive, customer-related business activity, allowed Jefferiesto avoid outsized losses that afflicted many of its largercompetitors. Additionally, the company's substantial tangibleequity position combined with relatively low balance sheetleverage provides creditors with an important cushion against anypotential future losses.

The negative outlook is based on the possibility of furtherdeterioration in macroeconomic and financial market fundamentals,which would inhibit Jefferies' ability to be profitable over thenext year. If operating losses begin to erode the company'stangible equity position, the Baa2 rating may come underadditional downward pressure. Conversely, the rating outlookwould likely return to stable should the resumption of normallevels of capital markets activity occur sooner or to a greaterdegree than currently anticipated.

The last rating action was on Jefferies was on December 4, 2008when the ratings were placed on review for a possible downgrade.

Jefferies Group, Inc., is a New York based securities andinvestment banking firm that focuses on middle-market companies.For nine months of 2008, Jefferies generated net revenues of$868 million and after-tax losses of $96 million. In 2008,Jefferies reported $1 billion in net revenue.

These actions were taken:

Downgrades:

Issuer: Jefferies Group, Inc.

-- Issuer Rating, Downgraded to Baa2 from Baa1

-- Multiple Seniority Shelf, Downgraded to a range of (P)Ba1 to (P)Baa2 from a range of (P)Baa3 to (P)Baa1

JOHN MANEELY: Bank Loan Sells at 42% Off in Secondary Market------------------------------------------------------------Participations in a syndicated loan under which John Maneely Co.is a borrower traded in the secondary market at 57.63 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents an increase of 1.63 percentagepoints from the previous week, the Journal relates. The loanmatures on December 9, 2013. John Maneely pays 325 basis pointsto borrow under the facility. The bank loan carries Moody's B2rating and Standard & Poor's B+ rating.

In November 2008, Russian steel producer Novolipetsk Steelterminated a $3.53 billion agreement to buy DBO Holdings Inc., thecorporate parent of John Maneely, from the Carlyle Group. DBOHoldings filed a breach-of-contract lawsuit in October 2008against the Russian steel company in New York federal courtbecause it was taking too much time to close to deal.

JOURNAL REGISTER: Files for Chapter 11 with Pre-Packaged Plan-------------------------------------------------------------Journal Register Company and its subsidiaries have filed voluntarypetitions for relief under Chapter 11 of the United StatesBankruptcy Code in the United States Bankruptcy Court for theSouthern District of New York to implement a pre-negotiated planof reorganization with certain of its secured lenders designed tosubstantially reduce the Company's debt. The Company intends tocontinue to operate as usual, and does not anticipate any businessinterruption during the restructuring.

On February 19, 2009, the Company entered into a Plan SupportAgreement with JPMorgan Chase Bank, N.A. and 26 of the 37 lendersparty to the Company's Amended and Restated Credit Agreement datedas of January 25, 2006, which hold approximately 77% of theaggregate principal amount of the indebtedness outstanding underthe Credit Agreement. Each of the parties to the Plan SupportAgreement have agreed to vote in favor of the Plan on terms andconditions set forth in the Term Sheet that is attached to thePlan Support Agreement.

The Term Sheet provides that each of the existing lenders underthe Credit Agreement will receive a pro rata share of a $175million Tranche A Term Loan Facility, a $100 million Tranche BTerm Loan Facility and the common stock in the reorganizedcompany, subject to dilution for future equity issuances. TheTranche B Term Loan has a payment-in-kind feature for its five-year term allowing the Company to opt to either make regularinterest payments in cash or to pay the interest in kind. ThePlan is expected to reduce the Company's total indebtedness byapproximately $420 million. The Company expects to continue togenerate sufficient cash flow to fund its operations and, as acondition to implementation of the Plan, will obtain a $25 millionrevolving credit facility upon its exit from bankruptcy to furtherenhance its liquidity position. The Company's existing equityholders would receive no distributions under the proposed plan.

The Company's Chairman and Chief Executive Officer James W. Hallsaid, "Journal Register Company has taken numerous steps to reduceits debt and strengthen its balance sheet through the divestitureof unprofitable newspapers, headcount reductions and various othermeans. However, due to the numerous challenges facing thenewspaper industry and the overall economic downturn, our board ofdirectors has decided, after careful consideration of allavailable alternatives, that a Chapter 11 filing was a necessaryand best course of action for Journal Register Company. We intendto emerge from the Chapter 11 process stronger, leaner and morefinancially viable in the current environment. We are alsopleased to have the support of our lenders in restructuring ourdebt obligations. Our business will continue its normaloperations and we will publish content as usual throughout thisprocess."

Journal Register joins a list of publishing companies that havefiled for bankruptcy the past year amid sagging advertisingrevenues due to competition with online news. Bankrupt publishersinclude Creative Loafing, which filed in September 2008, TribuneCo., which filed for bankruptcy in December, and Star TribuneCompany in January. Ziff Davis Inc., a publisher of hobbyistmagazines, filed for bankruptcy in March 2008, and emerged fromChapter 11 protection four months later.

Journal Register has filed a number of customary first day motionsasking the Court for permission to, among other things, continueto pay employee wages and salaries and to provide employeebenefits without interruption. The Company expects to pay itsvendors and service providers on normal terms for post-petitiongoods and services provided in the ordinary course of business.

Journal Register Company (PINKSHEETS: JRCO) --http://www.JournalRegister.com-- owns 20 daily newspapers, more than 180 non-daily publications and operates over 200 individualWeb sites that are affiliated with the Company's daily newspapers,non-daily publications and its network of employment Web sites.All of the Company's operations are strategically clustered in sixgeographic areas: Greater Philadelphia; Michigan; Connecticut;Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regionsof New York. The Company also owns JobsInTheUS, a network of 20employment Web sites.

The Plan provides for no distribution or zero recovery to holdersof unsecured claims and owners of equity interests in JRC.Secured lenders will receive, among other things, 100% of theshares of new stock of JRC.

The Debtors have approximately $692 million of outstanding fundedindebtedness, comprised of principal and interest that has accruedunder an existing revolving credit facility and principal andinterest that has accrued under Tranche A Loans, which facilitiesare governed by that certain Amended and Restated CreditAgreement, dated as of January 25, 2006, by and among JRC, asborrower, the other Debtors, as guarantors, JPMorgan Chase Bank,N.A., as administrative agent and collateral agent, and thelenders that are party thereto. Aside from JPMorgan's$692 million, JRC said that Kruger Inc. has a $2.6 million securedclaim on account of a letter of credit, and Global PaymentsDirect, Inc., and Elavon, formally NOVA Information Systems, withsecured claims under $1 million each.

In its list of 50 largest unsecured claims, JRC identified TerriTucker as having the largest with $4,500,000 owed on account of alitigation judgement.

JRC disclosed that as of Nov. 30, 2008, it had $596.2 million inassets and stockholders' deficit of $169.4 million.

Under the absolute priority rule of the Bankruptcy Code, securedcreditors have priority over a company's unsecured creditors tothe extent of the value of their collateral. Unsecured creditors,on the other hand, stand ahead of investors in the receiving lineand their claims must be satisfied before any investment loss iscompensated.

Because certain classes are deemed to reject the Plan -- i.e. theunsecured creditors and the equity holders because they wouldrecover nothing under the Plan -- the Debtors will seekconfirmation under the "cramdown" provision of Section 1129(b) ofthe Bankruptcy Code.

Events Leading to Filing

James W. Hall, chairman of the board of directors and chiefexecutive officer of JRC, explains that in recent years, thenewspaper industry and JRC have battled declining readership andcirculation, declining advertising revenues due to alternativechoices for advertisers, ongoing margin pressure and an ongoingfree cash flow decline as print media pricing adapts to a moredigitally-oriented and highly-competitive marketplace. The recentglobal recession has placed an even greater burden on an alreadydistressed industry, leading to unprecedented industry-widerevenue declines. The slumping retail market has reduced demandfor retail advertising, and the rise in the national unemploymentrate, coupled with the decline in the real estate and autosectors, has led to a significant decline in classifiedadvertising.

With the increased competition from other forms of media andslumping advertising revenues, the downward pressure on newspaperearnings will likely remain intense in the near-term. Further,many media companies, such as JRC, have heavy debt loads that arenot sustainable in the current economic environment.

The advertising revenue on which the media industry relies iscurrently being driven down by macroeconomic trends, including,but not limited to, the current housing downturn, decliningautomotive sales, the retail sector slowdown, a slow labor marketand a shift in advertising dollars to online media. Due tostructural changes in the advertising business and the reducedconsumer spending in the current market, industry-wide retailadvertising performance was significantly negatively impacted in2007 and 2008. In addition to the industry-wide decline in retailadvertising sales, weakness in the real estate and auto markets,and a soft labor demand have created a significant downturn inclassified advertising revenue. Also, in recent years, Internetsites devoted to recruitment, automobile and real estate havebecome significant competitors of JRC's newspapers and Web sites.

In addition, increased competition from other forms of media hasled to newspaper industry-wide decreases in circulation volume andrevenues. The ability to obtain new subscribers was alsoadversely affected by changes to telemarketing regulations ("donot call" legislation) in 2004. Telemarketing historically hadbeen the largest single source of new subscribers for thenewspaper industry. The Company has been, and is likely tocontinue to be, effected by the industry-wide decline incirculation. Due in large part to these market trends, theCompany's revenue declined by 2.0% in 2006, 8.5% in 2007 and 10%for the period of January 1, 2008 through November 30, 2008.

As a result of the negative effects of industry-wide trends, andin spite of its significant cost-cutting initiatives, the Companywas unable to abide by certain covenants under the Existing CreditAgreement. Accordingly, the Debtors sought forbearance agreementsfrom JPMorgan and other secured lenders and negotiated the termsof a Chapter 11 plan with them. The Debtors believe that the termsheet reached with lenders -- which formed the basis for the Plan-- presents the best option for a consensual restructuring and thebest opportunity to maximize value for stakeholders.

JRC is the third newspaper company that filed for Chapter 11 sinceDecember. Tribune Company, publisher of the L.A. Times and theThe Star Tribune Co., publisher of the Minnesota Star Tribune,filed for Chapter 11 to deleverage their balance sheets.

According to Bloomberg News, more dailies may be sold, shut downor may become Internet-based only as the newspaper industrycontinues to face distress due to deteriorating revenues. Thepapers, according to the report, include Arizona's Tucson Citizenwhich may be shut down if it can't be sold. The report adds thatthe same goes for the Seattle Post-Intelligencer that might end upappearing only on the Internet.

About Journal Register

Journal Register Company (PINKSHEETS: JRCO) --http://www.JournalRegister.com-- owns 20 daily newspapers, more than 180 non-daily publications and operates over 200 individualWeb sites that are affiliated with the Company's daily newspapers,non-daily publications and its network of employment Web sites.All of the Company's operations are strategically clustered in sixgeographic areas: Greater Philadelphia; Michigan; Connecticut;Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regionsof New York. The Company also owns JobsInTheUS, a network of 20employment Web sites.

The petition was signed by Jaines W. Hall, chairman and chiefexecutive officer.

JUVENT MEDICAL: Organizational Meeting to Form Panel Today----------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 23, 2009, at 10:00a.m. in the bankruptcy case of Juvent Medical, Inc. The meetingwill be held at the United States Bankruptcy Court, 402 East StateStreet, Room 129, in Trenton, New Jersey.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

Juvent Medical, Inc., based in Somerset, New Jersey, filed forbankruptcy on January 16, 2009 (Bankr. D. N.J. Case No. 09-10998).The Hon. Raymond T. Lyons Jr. presides over the case. David L.Bruck, Esq., at Greenbaum, Rowe, Smith, et al., in Woodbridge, NewJersey, serves as the Debtor's bankruptcy counsel. When it filedfor bankruptcy, the Debtors disclosed $1,529,700 in total assetsand $8,291,591 in total debts.

KINGSWAY FINANCIAL: A.M. Best Cuts Issuer Credit Rating to 'b-'---------------------------------------------------------------A.M. Best Co. on February 13, 2009, downgraded the issuer creditratings (ICR) and senior debt ratings to "b-" from "b" of KingswayFinancial Services Inc. (KFSI) (Mississauga, Ontario) and KingswayAmerica Inc. (KAI) (Elk Grove Village, IL). In addition, A.M.Best has downgraded the financial strength rating (FSR) to B(Fair) from B+ (Good) and the ICRs to "bb" from "bbb-" of severalKFSI wholly-owned property/casualty and reinsurance subsidiaries.All ratings have been placed under review with negativeimplications.

The under review status is based on KFSI's announcement onFebruary 9, 2009, that it will take a material loss in fourthquarter 2008. KFSI's net loss projections between $324 millionand $344 million for the quarter are far in excess of informationpreviously provided to A.M. Best. KFSI's estimated lossesprimarily stem from write-downs of its equity portfolio, adverseloss reserve development at Lincoln General Insurance Company (ElkGrove, IL) and non-cash related charges.

The downgrading of the ratings of KFSI, KAI and selected operatingsubsidiaries reflects the significant deterioration in the parentcompany's financial condition and recognizes A.M. Best'sassessment of the weakened overall capitalization of the entireorganization. On January 22, 2009, A.M. Best downgraded theratings of KFSI, KAI and several subsidiaries within KFSI's groupbased on results through September 2008 and financial projectionsfor the remainder of the year. Actual losses for fourth quarter2008, based on KFSI's press release of February 9, 2009, aresignificantly higher than projected.

The ratings will remain under review pending completion of A.M.Best's analysis of the company's year-end 2008 results.

The FSR has been downgraded to B (Fair) from B+ (Good), the ICRshave been downgraded to "bb" from "bbb-" and the ratings have beenplaced under review with negative implications for thesubsidiaries of Kingsway Financial Services Inc.:

-- to "b-" from "b" on CAD 100 million 6% senior unsecured debentures, due 2012

All senior debt is unconditionally guaranteed by KFSI and KAI.

LAMPLIGHTER VILLAGE: Meeting to Form Creditors' Panel on March 2----------------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on March 2, 2009, at 11:30a.m. in the bankruptcy cases of Marcus Lee Associates, L.P., andLamplighter Village Associates, L.P. The meeting will be held atthe Office of the United States Trustee, 833 Chestnut Street,Suite 501, in Philadelphia.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

Marcus Lee Associates and Lamplighter Village Associates eachestimated both assets and debts to be between $1,000,001 and$10,000,000.

Marcus Lee Associates' and Lamplighter Village Associates'petitions were both signed by Marvin Katz, as manager.

LEAR CORP: Bank Loan Continues Slide in Secondary Market Trading----------------------------------------------------------------Participations in a syndicated loan under which Lear Corp. is aborrower traded in the secondary market at 38.56 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 4.49 percentage pointsfrom the previous week, the Journal relates. The loan maturesMarch 29, 2012. Lear pays 250 basis points above LIBOR to borrowunder the facility. The bank loan is not rated.

Syndicated loans of other auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal

Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar, representing a drop of 4.85 percentage points from theprevious week. The loan matures January 31, 2015. Dana pays 375basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's B+ rating.

Participations in a syndicated loan under which car rental companyHertz Corporation is a borrower traded in the secondary market at68.22 cents-on-the-dollar. This represents an increase of 1.47percentage points from the previous week. The loan maturesDecember 21, 2012. Hertz pays 150 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba1rating and Standard & Poor's BB+ rating.

About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotivesupplier, conducting business in two product operating segments:seating and electrical and electronic. The seating segmentincludes seat systems and the components. The electrical andelectronic segment includes electrical distribution systems andelectronic products, primarily wire harnesses, junction boxes,terminals and connectors, various electronic control modules, aswell as audio sound systems and in-vehicle television and videoentertainment systems. The assembly process with respect to theelectrical and electronic segment is performed in low-cost laborsites in Mexico, Honduras, the Philippines, Eastern Europe andNorthern Africa. Lear has divested substantially all of theassets of its interior segment, which included instrument panelsand cockpit systems, headliners and overhead systems, door panels,flooring and acoustic systems and other interior products.

* * *

As reported by the Troubled Company Reporter on Jan. 9, 2009,Moody's Investors Service lowered the Corporate Family andProbability of Default ratings of Lear Corporation, to Caa2 fromB3. In a related action, the rating of the senior secured termloan was lowered to Caa1 from B2, and the rating on the seniorunsecured notes was lowered to Caa2 from B3. The ratings remainon review for further possible downgrade.

According to the TCR on Jan. 15, 2009, Standard & Poor's RatingsServices said it lowered its corporate credit rating onSouthfield, Michigan-based Lear Corp. to 'B-' from 'B'. At thesame time, S&P also lowered its issue-level ratings on thecompany's debt. The ratings remain on CreditWatch, where they hadbeen placed with negative implications on Nov. 13, 2008.

LENDINGCLUB CORP: December 31 Balance Sheet Upside-Down by $14MM----------------------------------------------------------------LendingClub Corporation's balance sheet at Dec. 31, 2008, showedtotal assets of $16,378,604 and total liabilities of $30,360,279,resulting in a stockholders' deficit of $13,981,675.

For three months ended Dec. 31, 2008, the company posted net lossof $2,552,565 compared with $1,636,279 for the same period in theprevious year.

For nine months ended Dec. 31, 2008, the company posted net lossof $9,612,908 compared with $4,321,659 for the same period in theprevious year.

Liquidity

The Company has incurred operating losses since its inception.The Company has an accumulated deficit of $17,442,440 sinceinception. Since its inception, the Company has financed itsoperations through debt and equity financing from various sources.The Company is dependent upon raising additional capital orseeking additional debt financing to fund its current operatingplans. Failure to obtain sufficient debt and equity financingand, ultimately, to achieve profitable operations and positivecash flows from operations could adversely affect the Company'sability to achieve its business objectives and continue as a goingconcern. Further, there can be no assurance as to theavailability or terms upon which the required financing andcapital might be available. These conditions raise substantialdoubt about the Company's ability to continue as a going concern.

During the period from April 15, 2008 through August 29, 2008, theCompany had raised and received $4,407,964 in additional fundingfrom the issuance of secured promissory notes.

LUSTAR DYEING: Asks Court to Dismiss its Chapter 11 Case--------------------------------------------------------Lustar Dyeing and Finishing Inc. asks the U.S. Bankruptcy Courtfor the Southern District of New York to dismiss its Chapter 11case. The Debtor relates that Casco Bay Finance Company, LLC,which holds a first mortgage on its Asheville, North Carolinaplant, after obtaining an automatic stay from the Court, hasforeclosed on the plant.

For the above stated reason and its inability to make adistribution to unsecured creditors, Lustar tells the Court thatit would be in the best interest of its creditors and estate todismiss its Chapter 11 case.

Lustar Dyeing & Finishing, Inc., is a dyeing & finishingprocessing plant for textile fabrics. The Debtor filed forChapter 11 relief on April 4, 2005, (Bankr. S.D.N.Y. Case No.05-12207). Avrom R. Vann, Esq., at Avrom R. Vann, P.C.,represents the Debtor as counsel. When the Debtor filed forprotection from its creditors, it listed assets of between$1,000,000 and $10,000,000, and debts of between $500,000 and$1,000,000.

MANITOWOC CO: Bank Loan Sells at 20% Off in Secondary Market------------------------------------------------------------Participations in a syndicated loan under which Manitowoc Co. Inc.is a borrower traded in the secondary market at 79.00 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 1.32 percentage pointsfrom the previous week, the Journal relates. The loan maturesApril 14, 2014. Manitowoc pays 350 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba2rating and Standard & Poor's BB+ rating.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc companyInc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting equipment for the global construction industry,including lattice-boom cranes, tower cranes, mobile telescopiccranes, and boom trucks. As a leading manufacturer of ice-cubemachines, ice/beverage dispensers, and commercial refrigerationequipment, the company offers the broadest line of cold-focusedequipment in the foodservice industry. In addition, the companyis a provider of shipbuilding, ship repair, and conversionservices for government, military, and commercial customersthroughout the maritime industry. The company has regionaloffices in Mexico and Brazil

* * *

On July 31, TCR reported that Moody's Investors Service affirmedthe Ba2 Corporate Family and Probability of Default ratings ofManitowoc following its announced syndication of a new creditfacility to fund its acquisitions of Enodis plc. Moody's alsoassigned a Ba2 rating to the proposed US$2.925 billion seniorsecured bank credit facility and lowered the senior unsecurednotes to B1 from Ba3. The outlook remains stable.

MARCUS LEE: Meeting to Form Creditors' Panel on March 2-------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on March 2, 2009, at 11:30a.m. in the bankruptcy cases of Marcus Lee Associates, L.P., andLamplighter Village Associates, L.P. The meeting will be held atthe Office of the United States Trustee, 833 Chestnut Street,Suite 501, in Philadelphia.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

Marcus Lee Associates and Lamplighter Village Associates eachestimated both assets and debts to be between $1,000,001 and$10,000,000.

Marcus Lee Associates' and Lamplighter Village Associates'petitions were both signed by Marvin Katz, as manager.

MASONITE INT'L: Silent on Lender Talks As Forbearance Expires-------------------------------------------------------------The forbearance periods were set to expire about a week ago, butMasonite International Inc. remains silent on its discussions withlenders and bondholders regarding its failure to comply withcertain loan covenants.

As reported by the Troubled Company Reporter on February 4, 2009,Masonite International entered into a further extension, toFebruary 9, 2009, of the forbearance agreement dated September 16,2008, with its bank lenders. Masonite also has entered into afurther extension, to February 13, 2009, of the separateforbearance agreement it previously reached with holders of amajority of the senior subordinated notes due 2015 issued by twoof the Company's subsidiaries.

Masonite has said it continues to pursue opportunities to developan appropriate capital structure to support its long-termstrategic plan and business objectives.

As a result of its financial performance for the quarters endedJune 30, September 30, and, based on preliminary financial resultsfor the quarter ended December 31, 2008, Masonite was not incompliance as of such dates with certain financial covenantscontained in its credit facility, which constituted an event ofdefault under the credit facility. The financial covenants relateto EBITDA metrics and reflect the challenging conditions in theU.S. housing industry.

Masonite's $1.175BB Term Loan & $350MM Revolver

According to the company's annual report for the year endedDecember 31, 2007, the eight-year $1.175 billion term loan is dueApril 6, 2013, and has an original interest rate of LIBOR plus2.00% that amortizes at 1% per year. The $350 million revolvingcredit facility interest rate is subject to a pricing grid rangingfrom LIBOR plus 1.75% to LIBOR plus 2.50%. As of December 31,2007, the revolving credit facility carried an interest rate ofLIBOR plus 2.50%.

The senior secured credit facilities provide for the payment tothe lenders of a commitment fee on the average daily undrawncommitments under the revolving credit facility at a range from0.375% to 0.50% per annum, a fronting fee on letters of credit of0.125%, and a letter of credit fee ranging from 1.75% to 2.50%(less the 0.125% fronting fee).

The senior secured credit facilities require the company to meet aminimum interest coverage ratio of 1.65 times Adjusted EBITDA anda maximum leverage ratio of 7.0 times Adjusted EBITDA as ofDecember 31, 2007. These ratios will be adjusted over the passageof time, ultimately reaching a minimum interest coverage ratio of2.2 times Adjusted EBITDA, and a maximum leverage ratio of 4.75times Adjusted EBITDA. In addition, the senior secured creditfacilities contain certain restrictive covenants which, amongother things, limit the incurrence of additional indebtedness,investments, dividends, transactions with affiliates, asset sales,acquisitions, mergers and consolidations, prepayments of otherindebtedness, liens and encumbrances and other matters customarilyrestricted in such agreements. They also contain certaincustomary events of default, subject to grace periods, asappropriate.

The company is permitted to incur up to an additional$300 million of senior secured term debt under the senior securedcredit facilities so long as no default or event of default underthe new senior secured credit facilities has occurred or wouldoccur after giving effect to such incurrence, and certain otherconditions are satisfied. The net debt to Adjusted EBITDAcalculation measures the debt the company has on its balance sheetagainst its Adjusted EBITDA over the last 12 months. This ratioincreased from 5.96:1.0 at December 31, 2006 to 6.00:1.0 atDecember 31, 2007. The company's cash interest coverage ratiomeasures its Adjusted EBITDA as a multiple of its cash interestexpense over the last 12 months. This ratio was unchanged from theprior year at 1.91:1.0.

Masonite's $770MM Sr. Sub. Notes Due 2015

The $770 million senior subordinated loan initially carried aninterest rate of LIBOR plus 6.00% and increased over time to amaximum interest rate of 11% per annum, which was reached in thesecond quarter of 2006. On October 6, 2006, the seniorsubordinated loan was repaid in full by the automatic issuance ofa new debt obligation comprising a Senior Subordinated Term Loan.After October 6, 2006, the majority of the lenders elected toconvert their holdings of the Senior Subordinated Term Loan toSenior Subordinated Notes due 2015, which bear interest 11%, andare subject to registration rights.

About Masonite International

Based in Ontario, Canada, Masonite International Corporation --http://www.masonite.com/-- (TSE:MHM) is a vertically integrated producer, manufacturing key components of doors, includingcomposite molded and veneer door facings, glass door lites and cutstock. The company provides these products to its customers inmore than 70 countries around the world. The company is a whollyowned subsidiary of Masonite International Inc. It offers a rangeof interior and exterior doors. Masonite Canada operates MasoniteInternational's Canadian subsidiaries, well as certain other non-United States subsidiaries.

* * *

As reported in the Troubled Company Reporter on Sept. 1, 2008,Standard & Poor's Ratings Services lowered its long-term corporatecredit ratings on Masonite International Inc. (Masonite) and itssubsidiaries, Masonite International Corp. and Masonite US Corp.,to 'CCC+' from 'B-'. S&P also lowered the senior secured debtrating on Masonite to 'B' from 'B+'. The ratings remain onCreditWatch with negative implications, where they were placedApril 18, 2008.

MASONITE INT'L: Bank Loan Sells at 57% Off in Secondary Market--------------------------------------------------------------Participations in a syndicated loan under which MasoniteInternational Inc. is a borrower traded in the secondary market at42.33 cents-on-the-dollar during the week ended February 20, 2009,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 1.50percentage points from the previous week, the Journal relates.The loan matures April 16, 2013. Masonite pays 200 basis pointsover LIBOR to borrow under the facility. The bank loan carriesMoody's Caa3 rating and Standard & Poor's CC rating.

About Masonite International

Based in Ontario, Canada, Masonite International Corporation --http://www.masonite.com/-- (TSE:MHM) is a vertically integrated producer, manufacturing key components of doors, includingcomposite molded and veneer door facings, glass door lites and cutstock. The company provides these products to its customers inmore than 70 countries around the world. The company is a whollyowned subsidiary of Masonite International Inc. It offers a rangeof interior and exterior doors. Masonite Canada operates MasoniteInternational's Canadian subsidiaries, well as certain other non-United States subsidiaries.

* * *

As reported in the Troubled Company Reporter on Sept. 1, 2008,Standard & Poor's Ratings Services lowered its long-term corporatecredit ratings on Masonite International Inc. (Masonite) and itssubsidiaries, Masonite International Corp. and Masonite US Corp.,to 'CCC+' from 'B-'. S&P also lowered the senior secured debtrating on Masonite to 'B' from 'B+'. The ratings remain onCreditWatch with negative implications, where they were placedApril 18, 2008.

As reported by the Troubled Company Reporter, Masonite enteredinto a further extension, to February 9, 2009, of its forbearanceagreements with its bank lenders and with holders of a majority ofthe senior subordinated notes due 2015 issued by two of theCompany's subsidiaries.

MICHAELS STORES: Bank Loan Sells at 42% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which Michaels StoresInc. is a borrower traded in the secondary market at 58.19 cents-on-the-dollar during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 1.53 percentage pointsfrom the previous week, the Journal relates. The loan maturesOctober 31, 2013. Michaels Stores pays 225 basis points overLIBOR to borrow under the facility. The bank loan carries Moody'sB2 rating and Standard & Poor's B rating.

Participations in a syndicated loan under which fellow retailerNeiman Marcus Group Inc. is a borrower traded in the secondarymarket at 66.86 cents-on-the-dollar. This represents a drop of1.32 percentage points from the previous week. The loan maturesApril 6, 2013. Neiman Marcus pays 175 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba3rating and Standard & Poor's BB rating.

Based in Irving, Texas, Michaels Stores, Inc. is North America'slargest specialty retailer of arts, crafts, framing, floral, walldecor, and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of December 1, 2008, the Company ownsand operates 1,014 Michaels stores in 49 states and Canada, and163 Aaron Brothers stores.

MIDWAY GAMES: Gets Delisted From New York Stock Exchange--------------------------------------------------------Leigh Alexand posted on Gamasutra that Midway Games Inc. has beendelisted from the New York Stock exchange, after the company'sshare value dropped below acceptable trading levels following aChapter 11 bankruptcy filing.

According to Gamasutra, Midway Games fell below the minimumaverage closing price of $1.00 per share over 30 consecutivetrading days, while its restructuring status no longer lets itsstock be backed by capital. Gamasutra relates that Midway Gameswas warned of imminent delisting in November 2008.

Gamasutra states that Midway Games' shares are still being tradedoutside of the NYSE, changing hands at 11 cents each as of presstime.

MIDWAY GAMES: Organizational Meeting to Form Panel Today--------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 23, 2009, at 10:00a.m. in the bankruptcy cases of Midway Games Inc. and itsaffiliates. The meeting will be held at J. Caleb Boggs FederalBuilding, 844 King Street, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

NAILITE INT'L: Organizational Meeting to Form Panel Today---------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 23, 2009, at 1:00p.m. in the bankruptcy case of Nailite International, Inc. Themeeting will be held at J. Caleb Boggs Federal Building, 844 KingStreet, Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

NEIMAN MARCUS: Bank Loan Sells at 33% Off in Secondary Market-------------------------------------------------------------Participations in a syndicated loan under which Neiman MarcusGroup Inc. is a borrower traded in the secondary market at 66.86cents-on-the-dollar during the week ended February 20, 2009,according to data compiled by Loan Pricing Corp. and reported inThe Wall Street Journal. This represents a drop of 1.32percentage points from the previous week, the Journal relates.The loan matures April 6, 2013. Neiman Marcus pays 175 basispoints over LIBOR to borrow under the facility. The bank loancarries Moody's Ba3 rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which fellow retailerMichaels Stores Inc. is a borrower traded in the secondary marketat 58.19 cents-on-the-dollar. This represents a drop of 1.53percentage points from the previous week. The loan maturesOctober 31, 2013. Michaels Stores pays 225 basis points overLIBOR to borrow under the facility. The bank loan carries Moody'sB2 rating and Standard & Poor's B rating.

NEW RIVER: GEM VP to Sell 15 Bell Value Place Hotels on March 17----------------------------------------------------------------Mark Davis of the Kansas City Star reported Thursday that GEM VPLending, LLC, as secured creditor, will be selling 15 of developerand banker Donald H. Bell Sr.'s Value Place hotels, includingthree in the Kansas City area, at a sale scheduled for March 17,2009, at 10:00 a.m. CST to be held at the offices of Reed SmithLLP, 10 S. Wacker Drive, 40th Floor, in Chicago.

According to Mark Davis, Bell and his family own Olathe-basedSecurity Bank and had acquired the franchise from Wichita-basedValue Place LLC.

GEM VP Lending LLC said in a legal notice that the properties tobe sold comprise of the membership interests owned by Debtors NewRiver Holdings LLC, New River Holdings II LLC, SunRidge HoldingsLLC, SunRidge Holdings II LLC, Vineyard Holdings LLC, MartinProperties LLC, and BlueWater Properties LLC, in the followinglimited liability companies, all but one of which own and operatean extended-stay hotel at the respective location indicated:

-- SunRidge Charlotte Mallard Oaks LLC, a Nevada limited liability company, which owns the unimproved real estate for a facility to be built in Charlotte, North Carolina.

GEM VP Lending, LLC will sell the collateral pursuant to Sec.9-610 of the Uniform Commercial Code. There is no warrantyrelating to title, possession, quiet enjoyment or the like in thedisposition of the collateral.

NORTEL NETWORKS: Radware Will Acquire Delivery Business-------------------------------------------------------Radware has signed an asset purchase agreement with NortelNetworks Corp. to purchase certain assets related to Nortel'sLayer 4-7 Application Delivery Business. Nortel added theapplication switch product line in October 2000 by way of itscorporate acquisition of Alteon WebSystems, Inc.

"We believe acquiring Nortel's Application Delivery Business is astrategic move that will directly benefit Radware and Nortel's[Alteon] customers. Our ultimate goal is to provide them with astronger, integrated product backed by world-class support and aglobally-focused organization," stated Roy Zisapel, CEO, Radware."We are committed to making this transaction seamless for existingNortel [Alteon] customers and intend to take the necessary stepsto ensure zero disruption to their business when the transferoccurs."

As part of the intended acquisition, Radware would take onNortel's application delivery products, offering them under amerged brand, Radware Alteon. From the onset, Radware plans tosignificantly invest in service and support for the existingNortel [Alteon] customer base as well as augment its currentglobal support infrastructure with all of the necessary resourcesto guarantee world-class support for these customers.

Radware will reinforce its commitment to all existing Nortel[Alteon] customers by offering a 5-year support product plan, thussecuring the investment of these customers in Nortel [Alteon]technology. Radware also intends to invest in these products bycontinuing to sell them and invest in their development --leveraging mutual strengths of both Radware and Nortel [Alteon]technologies and experience -- to provide customers with the nextgeneration of more reliable, high-performance and feature-richsolutions.

"This move is a positive one for both companies and theirrespective customers and partners," offered Lucinda Borovick,Research Vice President, Datacenter Networks, IDC. "It willprovide a stable path forward for existing Nortel applicationdelivery customers with an established industry provider thatspecializes in this space and will continue to invest in theadvancement of the product line."

The assets to be acquired under the agreement include Nortel'sLayer 4-7 application delivery products, intellectual property,certain tangible assets and inventory and certain servicecontracts. Radware also plans to take on certain employees whowill be integrated into the Radware team with a specific focus onproducts under the Radware Alteon brand.

Nortel has filed the asset purchase agreement with the UnitedStates Bankruptcy Court for the District of Delaware along with amotion seeking the establishment of bidding procedures for anauction that allows other qualified bidders to submit higher orotherwise better offers, as required under Section 363 of the U.S.Bankruptcy Code. A similar motion for the approval of the biddingprocedures has been scheduled with the Ontario Superior Court ofJustice. Consummation of the transaction is subject to higher orotherwise better offers, approval by the United States BankruptcyCourt for the District of Delaware, and the Ontario Superior Courtof Justice and the satisfaction of other conditions.

Headquartered in Ontario, Canada, Nortel Networks Corporation(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprisenetworks, support multimedia and business-critical applications.Nortel's technologies are designed to help eliminate today'sbarriers to efficiency, speed and performance by simplifyingnetworks and connecting people to the information they need, whenthey need it. Nortel does business in more than 150 countriesaround the world. Nortel Networks Limited is the principal directoperating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliatedcorporations in Canada sought insolvency protection under theCompanies' Creditors Arrangement Act in the Ontario Superior Courtof Justice (Commercial List). Ernst & Young has been appointed toserve as monitor and foreign representative of the Canadian NortelGroup. The Monitor also sought recognition of the CCAAProceedings in the Bankruptcy Court under Chapter 15 of theBankruptcy Code.

Certain of Nortel's European subsidiaries have also madeconsequential filings for creditor protection. The NortelCompanies related in a press release that Nortel Networks UKLimited and certain subsidiaries of the Nortel group incorporatedin the EMEA region have each obtained an administration orderfrom the English High Court of Justice under the Insolvency Act1986. The applications were made by the EMEA Subsidiaries underthe provisions of the European Union's Council Regulation (EC)No. 1346/2000 on Insolvency Proceedings and on the basis thateach EMEA Subsidiary's centre of main interests is in England.Under the terms of the orders, representatives of Ernst & YoungLLP have been appointed as administrators of each of the EMEACompanies and will continue to manage the EMEA Companies andoperate their businesses under the jurisdiction of the EnglishCourt and in accordance with the applicable provisions of theInsolvency Act.

PLIANT CORP: Organizational Meeting to Form Panel on Tuesday------------------------------------------------------------Roberta A. DeAngelis, Acting United States Trustee for Region 3,will hold an organizational meeting on February 24, 2009, at 1:00p.m. in the bankruptcy cases of Pliant Corporation and itsaffiliates. The meeting will be held at J. Caleb Boggs FederalBuilding, 844 King Street, Room 5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee orcommittees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditorspursuant to Section 341 of the Bankruptcy Code. A representativeof the Debtor, however, may attend the Organizational Meeting, andprovide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section1102 of the Bankruptcy Code requires that the United StatesTrustee appoint a committee of unsecured creditors as soon aspracticable. The Committee ordinarily consists of the persons,willing to serve, that hold the seven largest unsecured claimsagainst the debtor of the kinds represented on the committee.Section 1103 of the Bankruptcy Code provides that the Committeemay consult with the debtor, investigate the debtor and itsbusiness operations and participate in the formulation of a planof reorganization. The Committee may also perform other servicesas are in the interests of the unsecured creditors whom itrepresents.

About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation producespolymer-based films and flexible packaging products for food,beverage, personal care, medical, agricultural and industrialapplications. The company has operations in Australia, NewZealand, Germany and Mexico.

The Debtor and 10 of its affiliates filed for chapter 11protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No.06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and EdmonL. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,Stargatt & Taylor, represented the Debtors in their restructuringefforts. The Debtors tapped McMillan Binch Mendelsohn LLP, astheir Canadian bankruptcy counsel. As of Sept. 30, 2005, thecompany had $604,275,000 in total assets and $1,197,438,000 intotal debts. The Debtors emerged from chapter 11 protection onJuly 19, 2006.

PHOENIX COMPANIES: Moody's Downgrades Senior Debt Rating to 'Ba1'-----------------------------------------------------------------Moody's Investors Service has downgraded the senior debt rating ofPhoenix Companies, Inc., to Ba1 from Baa3, and the insurancefinancial strength rating of the company's life insurancesubsidiaries, lead by Phoenix Life Insurance Company, to Baa1 fromA3. All the ratings remain on review for possible furtherdowngrade.

Moody's said the rating downgrade and continuing review are basedupon expectations of: (1) diminished profitability in thecompany's core life and annuity business; (2) weakening financialflexibility at the holding company; (3) continuing and increasingpressures on capital adequacy at the lead life insurer; (4)growing realized and unrealized investment portfolio losses giventhe intensifying impact of the recession, along with upwardrevisions in expected losses in various asset classes; and (5)uncertainty regarding Phoenix's 2008 reported results.Additionally, current capital market conditions make it verychallenging for the company to access additional capital oneconomic terms, which has led the company to use capitalalternatives such as reinsurance arrangements -- which reduce thecompany's future earnings capacity -- to stabilize the company'sstatutory capital position.

Based on the composition of its investment portfolio, Phoenix islikely to experience near term higher levels of economic losses onits real-estate and structured securities, including RMBS (jumbo-Prime, Alt-A and subprime securities) and CMBS investments giventhe rating agency's revised losses for these asset classes, aswell as rising corporate default rates as a result of therecession. In addition, ongoing rating migration in theinvestment portfolio will increase required regulatory capital,further depressing the NAIC RBC of the operating companies.

Addressing the company's financial flexibility, Arthur Fliegelman,Moody's Vice President & Senior Credit Officer, said, "Phoenix'smodest size and small capital base in absolute size constrain itsready access to new capital in this period of broad marketdisruption." Furthermore, although the holding company does nothave any near term debt maturities, the operating company'sconstrained regulatory income, which limits its dividend capacity,combined with pressure on capital adequacy will likely limit thefunds that can be upstreamed to the holding company to meet annualfixed charges. As of September 30, 2008, Phoenix maintained cashat the holding company in an amount roughly equal to one year offixed charges and expenses.

Somewhat offsetting these negatives, the rating agency said, arePhoenix's strong position in the provision of life insurance toaffluent individuals and businesses, its large block of stable,participating life insurance, and its wide distributionrelationships, including Phoenix's position as the sole externallife insurance and annuity provider to the clients of a large U.S.property and casualty insurer.

Phoenix recently announced a delay in the release of fourthquarter and 2008 earnings, which had been scheduled for release onFebruary 10, 2009. Phoenix stated that the reason for the delaywas to allow more time to complete the analysis of its investmentportfolio and resolve accounting treatment related to its assetmanagement spin-off, which was completed in December 2008.Moody's noted that the rating review will focus on: (1) investmentlosses recognized in 2008 and expectations for 2009; (2) impact ofthe weak environment on core earnings; and (3) capital adequacy atthe life company in light of investment losses and futureprofitability. In addition, the review will examine the impact ofthese factors on the financial flexibility at the holding company.These ratings have been downgraded and remain on review forfurther downgrade:

Phoenix is an insurance organization headquartered in Hartford,Connecticut. As of September 30, 2008, Phoenix reported totalassets of about $28 billion and shareholder's equity ofapproximately $1.5 billion.

The last rating action on Phoenix occurred on December 9, 2008,when Moody's placed Phoenix's ratings on review for possibledowngrade.

The report relates in an e-mail statement sent Wednesday, QimondaNorth America President and Chief Financial Officer MiriamMartinez said the company was not able to meet payroll and makeseverance payments while still saving its cash. Ms. Martinezconfirmed in the e-mail that a "number of former employees" didnot get their Feb. 13 severance checks as expected, the reportdiscloses.

The report however notes it is unclear how many people have notreceived their promised severance payments.

According to the report, the severance payments affect employeeswho were told in October that Qimonda would idle its 200-millimeter wafer manufacturing plant by March. The reportdiscloses only employees of 200 mm plant were offeredseverance.

The report states former employees will have to file a lawsuit instate court to recover the money owed to them. Citing David D.Schein, president and general counsel for Claremont ManagementGroup Inc., a human-resources consulting firm in Midlothian, thereport says the lawsuit could prompt Qimonda North America andQimonda Richmond into filing for bankruptcy.

"If a business is not in bankruptcy, it has to pay whatever it'sagreed to pay," the report quoted David D. Schein, president andgeneral counsel for Claremont Management Group Inc., a human-resources consulting firm in Midlothian, as saying. "I'm going tobe very surprised if Qimonda does not file for bankruptcy in theUnited Sates in the next few weeks."

As reported in the Troubled Company Reporter, Qimonda AG filed anapplication with the local court in Munich, Germany, onJanuary 23, 2009, to open insolvency proceedings. Their goal isto reorganize the companies as part of the ongoing restructuringprogram.

According to Bloomberg News, Qimonda filed for insolvency after aplan announced in December for a loan of EUR325 million(US$418 million) from the German state of Saxony, InfineonTechnologies AG, Europe's second-largest maker of semiconductors,and an unidentified Portuguese bank wasn't completed in time.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio.The company generated net sales of EUR1.79 billion in financialyear 2008 and had -- prior to its announcement of a repositioningof its business -- approximately 12,200 employees worldwide, ofwhich 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond(Virginia, USA). The company provides DRAM products with a focuson infrastructure and graphics applications, using its powersaving technologies and designs. Qimonda is an active innovatorand brings high performance, low power consumption and small chipsizes to the market based on its breakthrough Buried Wordlinetechnology.

Revenues for the quarter ended Dec. 31, 2008 declined 8.7% yearover year, and S&P estimate that EBITDA (as calculated per thecovenant, but excluding pro forma cost savings that managementexpects to realize) declined approximately 15%. Although Reader'sDigest Assn. announced a restructuring plan in late January, whichincludes an 8% reduction in headcount, the company has beenundergoing meaningful restructuring since its LBO in 2007. S&P isconcerned that cost-reduction measures may strain operations or beinsufficient to offset top-line pressures resulting from therecession. Pro forma debt to EBITDA (including cost savings andadding back restructuring charges) rose to more than 8x from 7.2xat the time of the 2007 LBO. The company has incurred widediscretionary cash flow deficits since the 2007 LBO, and S&Pexpects discretionary cash flow to remain meaningfully negativefor at least the near term.

SAAB AB: Saab Obtains Creditor Protection in Sweden---------------------------------------------------Saab Automobile filed for protection from creditors after parentGeneral Motors Corp. said it will cut ties with the Swedishcarmaker following two decades of losses, Bloomberg News reported.

Saab Chief Executive Officer Jan Aake Jonsson said in a statementthat the Trollhaettan, Sweden-based Company filed forreorganization with a Swedish district court to separate itselffrom GM and bring resources back to Sweden.

The reorganization, slated to take three months, will place Saabunder court supervision, with the aim of creating a "fullyindependent" business entity, the report said.

According to Benedikt Kammel of Bloomberg, the Swedish districtcourt has approved Saab's request for reorganization, putting theSwedish carmaker under protection from creditors and under Swedishsupervision for the first time since General Motors bought thecarmaker two decades ago.

GM Europe, Bloomberg relates, said in an e-emailed statement thatSaab will promptly set up "a viable mechanism for the timelypayment of suppliers' claims toward Saab".

The Associated Press reported February 13 that Saab AB turned to afourth-quarter loss, mainly hurt by charges taken for projectdelays, and warned it may have to cut more jobs going forward.Saab reported a loss of 724 million kronor ($86 million), comparedwith a previous profit of around 1 billion kronor in the samequarter last year. The shortfall, according to the report, wasmainly attributed to provisions and write-downs of just over 1.5billion kronor to account for delays in major projects.

Andreas Cremer and Chris Reiter of Bloomberg said that GeneralMotors' decision to push its Saab unit into bankruptcy protectionputs pressure on Germany, the U.K. and Spain to come up withfunding that the U.S. company says is needed to save the rest ofits European business. Germany-based unit Opel needs a rescuepackage that may exceed EUR3.3 billion ($4.23billion), said its supervisory-board member Armin Schild. GM'sOpel may be next `domino' after Saab, absent a rescue plan,Bloomberg said.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars andtrucks in 35 countries. In 2007, nearly 9.37 million GM cars andtrucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStarsubsidiary is the industry leader in vehicle safety, security andinformation services.

GM Europe is based in Zurich, Switzerland, while General MotorsLatin America, Africa and Middle East is headquartered inMiramar, Florida.

As reported in the Troubled Company Reporter on Nov. 10,2008, General Motors Corporation's balance sheet atSept. 30, 2008, showed total assets of US$110.425 billion, totalliabilities of US$170.3 billion, resulting in a stockholders'deficit of US$59.9 billion.

* * *

As reported in the Troubled Company Reporter on Nov. 11, 2008,Standard & Poor's Ratings Services lowered its ratings, includingthe corporate credit rating, on General Motors Corp. to 'CCC+'from 'B-' and removed them from CreditWatch, where they had beenplaced with negative implications on Oct. 9, 2008. S&P said thatthe outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter onNov. 11, 2008, placed the Issuer Default Rating of General Motorson Rating Watch Negative as a result of the company's rapidlydiminishing liquidity position. Given the current liquidity levelof US$16.2 billion and the pace of negative cash flows, Fitchexpects that GM will require direct federal assistance over thenext quarter and the forbearance of trade creditors in order toavoid default. With virtually no further access to externalcapital and little potential for material asset sales, cashholdings are expected to shortly reach minimum required operatinglevels. Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,DBRS has placed the ratings of General Motors Corp. and GeneralMotors of Canada Limited Under Review with Negative Implications.The rating action reflects the structural deterioration of thecompany's operations in North America brought on by high oilprices and a slowing U.S. Economy.

SD Times states that SCO filed the Plan in January 2009.According to the report, SCO's plan would involve a public auctionof the firm's assets, particularly its OpenServer Unix productline and its mobile business division. The report says that theUnixWare business and the debt owed to Novell would remain withSCO.

According to SD Times, A Novell spokesperson said that Novell'sobjection is rooted in what the firm considers an inadequacy ofSCO's disclosure statement. SD Times states that SCO's vicepresident and general counsel Ryan Tibbetts said that he wasn'tsurprised that Novell filed an objection, claiming that "Novellhas made no secret that their plan is to try and block us everystep of the way."

An objection may not be considered in the early stages of abankruptcy hearing, SD Times says, citing Robert L. Eisenbach, apartner with Cooley Godward Kronish Bankruptcy and Restructuringlaw firm. "The urgency of reorganizing a debtor's business orliquidating its assets means that the claims objection process istypically left until near the end of the bankruptcy case, oftenafter a plan of reorganization has been confirmed in a Chapter 11case. Often, months or even years may go by before you hearanything further about your claim from the debtor, bankruptcytrustee or any other party," SD Times quoted Mr. Eisenbach assaying.

The bankruptcy court's decision on the plan would come in two orthree months, SD Times reports, citing Mr. Tibbetts.

The company has office locations in Australia, Austria,Argentina, Brazil, China, Japan, Poland, Russia, the UnitedKingdom, among others.

The company and its affiliate, SCO Operations Inc., filed forChapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. LeadCase No. 07-11337). Paul Steven Singerman, Esq., and ArthurSpector, Esq., at Berger Singerman P.A., represent the Debtors intheir restructuring efforts. James O'Neill, Esq., and Laura DavisJones, Esq., at Pachulski Stang Ziehl & Jones LLP, are theDebtors' Delaware and conflicts counsels. Epiq BankruptcySolutions LLC, acts as the Debtors' claims and noticing agent.The United States Trustee failed to form an Official Committee ofUnsecured Creditors in the Debtors' cases due to insufficientresponse from creditors.

SCOTTISH ANNUITY: S&P Changes Counterparty Credit Rating to 'SD'----------------------------------------------------------------In the original version of this article, which was published onJan. 30, 2009, Standard & Poor's inadvertently made the financialstrength rating on Scottish Annuity & Life Insurance Co. (Cayman)Ltd. incorrect. Scottish Annuity & Life Insurance Co. (Cayman)Ltd. has a 'CC' financial strength rating with a negative outlook.

Standard & Poor's Ratings Services said that on Jan. 30, 2009, itrevised its counterparty credit rating on Scottish Annuity & LifeInsurance Co. (Cayman) Ltd. to 'SD' from 'CC'. While S&P'scounterparty credit rating on SALIC is 'SD', S&P's financialstrength rating on SALIC is 'CC' because presently, the lowestfinancial strength rating for a company not under regulatorysupervision owing to its financial condition is 'CC'.

Standard & Poor's also said that it revised its rating on the $100million of Premium Asset Trust Certificates due March 12, 2009,for which SALIC is the GIC provider, to 'D' from 'CC'.

The counterparty credit rating on SALIC reflects S&P's belief thatit has selectively defaulted on its $100 million of Premium AssetTrust Certificates.

SHENANDOAH LIFE: A.M. Best Cuts FRS to 'E' on Receivership----------------------------------------------------------A.M. Best Co. downgraded on February 12, 2009, the financialstrength rating to E (Under Supervision) from B++ (Good) andissuer credit rating to "rs" from "bbb" of Shenandoah LifeInsurance Company (Shenandoah Life) (Roanoke, VA).

These ratings were placed under review on November 19, 2008 withdeveloping implications following the announcement of ShenandoahLife's proposed merger with OneAmerica Financial Partners, Inc.(OneAmerica) (Indianapolis, IN).

On February 11, 2009, OneAmerica notified Shenandoah Life that ithad terminated the letter of intent concerning the proposedmerger.

On February 12, 2009, the State Corporation Commission of Virginiaannounced it had been named receiver for Shenandoah Life by theCircuit Court of the City of Richmond.

Shenandoah Life had recorded a large reduction in statutorycapital in third quarter 2008 due to investment writedowns.Shenandoah Life reported $78.3 million in statutory capital as ofSeptember 30, 2008.

SILVER FALLS: Oregon Regulators Close Bank & FDIC Named Receiver----------------------------------------------------------------Silver Falls Bank, based in Silverton, Oregon, was closed on Fri.,Feb. 20, 2009, by the Oregon Department of Consumer and BusinessServices, which appointed the Federal Deposit InsuranceCorporation (FDIC) as receiver. To protect the depositors, theFDIC entered into a purchase and assumption agreement withCitizens Bank, Corvallis, Oregon, to assume all of the deposits ofSilver Falls Bank.

The three branches of Silver Falls Bank will reopen onFebruary 23, 2009, as branches of Citizens Bank. Depositors ofSilver Falls Bank will automatically become depositors of CitizensBank. Deposits will continue to be insured by the FDIC, so thereis no need for customers to change their banking relationship toretain their deposit insurance coverage. Customers of both banksshould continue to use their existing branches until Citizens Bankcan fully integrate the deposit records of Silver Falls Bank.

As of February 9, 2009, Silver Falls Bank had total assets ofapproximately $131.4 million and total deposits of$116.3 million. Citizens Bank did not pay a premium to acquirethe deposits of Silver Falls Bank.

In addition to acquiring all of the failed banks deposits,including those from brokers, Citizens Bank agreed to purchaseapproximately $13 million in assets comprised of cash, cashequivalents, securities, overdraft loans, and deposit securedloans. The FDIC will retain any remaining assets for laterdisposition.

The FDIC estimates that the cost to the Deposit Insurance Fundwill be $50 million. The Citizens Bank acquisition of all thedeposits of Silver Falls Bank was the "least costly" resolutionfor the FDIC's Deposit Insurance Fund compared to alternatives.Silver Falls Bank is the fourteenth bank to fail in the nationthis year. The last bank to fail in Oregon was Pinnacle Bank,Beaverton, on Feb. 13, 2009.

SIRIUS SATELLITE: Moody's Upgrades Default Rating to 'Caa3'-----------------------------------------------------------Moody's Investors Service upgraded Sirius Satellite Radio Inc.'sprobability of default rating to Caa3 from Ca and revised Sirius'ratings outlook to positive from negative in response to thecompany's February 17, 2009 announcement that it and Liberty MediaCorporation have entered into agreements pursuant to which Libertywill invest an aggregate of $530 million in the form of loans toSirius and its subsidiaries in exchange for, among other things,an equity interest in Sirius. At this juncture, notwithstandingMoody's view that the probability of default has declined, Sirius'corporate family rating, which indicates expected loss, remainsunchanged at Ca. Similarly, Sirius' speculative grade liquidityrating remains unchanged at SGL-4 (indicating poor liquidity).With these parameters, application of Moody's loss given defaultmethodology resulted in ratings and LGD assessments for individualinstruments as shown below in the ratings listing.

Phase 1 of the Liberty transaction saw Sirius draw $250 million ofa $280 million secured loan facility extended by Liberty. Phase 2of the Liberty agreement has been agreed-to but is subject to anumber of pre-conditions whose resolution is uncertain. It ispresumed that the second phase will only be implemented as part ofa comprehensive solution that will eliminate refinance risk forthe balance of 2009. Until the full scope of the second phase isunderstood and implemented, 2009 refinance uncertainty remains.However, the demonstration that a third party with adequatefinancial resources is prepared to invest sizeable sums torefinance a portion of debt maturing in 2009 indicates there isthe potential of a comprehensive solution being forged. Whileconsiderable uncertainty remains, the situation has improved,thereby causing the PDR upgrade and more favorable ratingsoutlook.

In a separate rating action, Moody's also responded to Sirius'February 13, 2009 announcement that its wholly-owned subsidiary,XM Satellite Radio Holdings Inc., had exchanged approximately$172.5 million of its $400.0 million outstanding 10% ConvertibleSenior Notes due December 2009 for a like amount of newly issuedSenior Secured 10% PIK Notes due 2011 by characterizing thetransaction -- for ratings' purposes -- as a "distressedexchange." Accordingly, the company's probability of defaultrating was repositioned to Caa3/LD, with the "LD" suffix signalingthe limited default that has been deemed to have taken place. ThePDR will be repositioned to Caa3 after three business days.

Moody's most recent rating actions concerning Sirius was taken onDecember 23, 2008, at which time, among other things, Sirius' CFRand PDR were downgraded to Ca from Caa1.

Sirius's ratings were assigned by evaluating factors Moody'sbelieves are relevant to the credit profile of the issuer, such asi) the business risk and competitive position of the companyversus others within its industry, ii) the capital structure andfinancial risk of the company, iii) the projected performance ofthe company over the near to intermediate term, and iv)management's track record and tolerance for risk. Theseattributes were compared against other issuers both within andoutside of Sirius's core industry and Sirius's ratings arebelieved to be comparable to those of other issuers of similarcredit risk.

Headquartered in New York, New York, Sirius XM Radio Inc. is apublicly traded satellite radio broadcaster whose common sharesare listed on NASDAQ.

SKYWARD MOBILE: Files for Chapter 7 Liquidation-----------------------------------------------Jesse Noyes at Boston Business Journal reports that Skyward MobileInc. has filed for Chapter 7 liquidation in the U.S. BankruptcyCourt for the District of Massachusetts.

Boston Business relates that MobiTV sued its former chieftechnology officer Jeremy De Bonet after he founded SkywardMobile, where he is CEO. According to Boston Business, MobiTVaccused Mr. De Bnoet of illegally taking trade secrets with himwhen he resigned from the company in 2006. The report says thatthe lawsuit was settled in July 2008 for undisclosed terms.

Court documents say that Skyward Mobile's obligations include$400,000 to MobiTV for a settlement claim. Skyward Mobile listed$6,593 in assets and $3.6 million in liabilities, according tocourt documents. Boston Business relates that the bankruptcyclaims include unpaid salary for top Skyward Mobile executives:

-- Mr. De Bonet was owed $583,000;

-- Misha Bolotski, Vice President of Engineering, was owed $337,000; and

-- Chief Technology Officer Michael Wessler was owed $510,000.

Boston Business reports that Skyward Mobile's other significantobligations are:

-- $192,000 to the law firm Cooley Godward Kronish of Boston;

-- $188,000 to the law firm Wolf Greenfield of Boston;

-- $88,000 to MRIS Trust of Berkeley, California;

-- $165,000 for a promissory note to the Human Capital Investment Club, which lists the same address as Bolotski; and

-- $109,000 for a promissory note to De Bonet.

According to Boston Business, there are additional listings for$100,000 in promissory notes for six individuals in Massachusettsand in West Coast.

Wakefield, Massachusetts-based Skyward Mobile Inc. was run by ateam with top technology pedigrees. The company had 20 employeesas of 16 months ago and built applications ranging from crosswordpuzzles to mobile Bibles for use on cell phones.

SMITTY'S BUILDING: Files Schedules of Assets and Debts------------------------------------------------------Smitty's Building Supply, Inc., and its affiliates delivered tothe U.S. Bankruptcy Court for the Eastern District of Virginiatheir schedules of assets and liabilities and statements offinancial affairs, disclosing:

The Debtors originally sought a March 6 deadline to file theirschedules and statements. The Court moved the deadline toFebruary 19.

About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building SupplyInc. supplies building materials in Washington, D.C. The Companyand three of its affiliates filed for Chapter 11 protection onJan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040). Kristen E.Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,represent the Debtors in their restructuring efforts. EpiqBankruptcy Solutions LLC serves as the Debtors' claims agent. TheU.S. Trustee has appointed an official committee of unsecuredcreditors in the case. When the company filed for protection fromtheir creditors, they listed assets and debts between$10 million and $50 million in their filing.

The U.S. Trustee for Region 4 will convene a meeting of theDebtors' creditors pursuant to Section 341(a) on February 25,2009.

SPRINT NEXTEL: Fitch Downgrades Issuer Default Rating to 'BB'-------------------------------------------------------------Fitch Ratings has downgraded the ratings for Sprint NextelCorporation and its subsidiaries:

The Rating Outlook on Sprint Nextel and its subsidiaries isNegative. Approximately $19.8 billion of outstanding debt isaffected by Fitch's action.

Fitch withdraws the short-term debt ratings at Sprint Nextel.Fitch also withdraws all ratings at US Unwired Inc and Alamosasubsequent to the repayment of outstanding debt during 2008.

These ratings will be withdrawn:

Sprint Nextel

-- Short-term IDR at 'B'; -- Commercial paper at 'B'.

US Unwired Inc (US Unwired)

-- IDR at 'BB+'.

Alamosa Delaware Inc. (Alamosa)

-- IDR at 'BB+'.

Sprint Nextel's downgrade is reflective of the significantcontinued revenue declines primarily due to the high subscriberlosses as well as the limited visibility over the timing and theextent of how overall operating trends might improve during 2009.

In particular, the iDEN operations have continued a sharpdeterioration of its operating metrics. Fitch believes SprintNextel will continue to experience challenges with stabilizing theiDEN operating results going forward given its niche appeal, theweak business economy and subscriber migration. While SprintNextel believes past customer experience issues with customercare, network quality and retail distribution have been largelyresolved and are on-par with its peers, the company's competitiveposition also remains weak due to lagging perception issues, brandchallenges and past advertising spend levels. The positivemomentum experienced by its financially stronger competitors,Verizon Wireless and AT&T Wireless, and the general economicdownturn creates a significant headwind for Sprint Nextel toincrease its share of gross additions in order to stabilize itssubscriber base. In addition, churn while modestly improvedduring the past two quarters, remains too high and a significantbarrier to sustainable net subscriber growth. Fitch also believesthat a prolonged and deeper economic recession could have a morepronounced negative effect on Sprint Nextel's subscriber base.

As an offset to the above operating concerns, Sprint Nextel'sliquidity position is a current strength of the company given itscash position, free cash flow and availability under its creditfacility. Cash at the end of the fourth quarter of 2008 was$3.7 billion. Management has stated a desire to keep significantcash balances to ensure sufficient liquidity to repay upcomingdebt maturities, which are sizable. Debt maturities during thenext three years include $600 million of debt due in May 2009,$600 million of debt due in January 2010, $750 million of debt duein June 2010, $1 billion credit facility debt due in December 2010and $1.7 billion of debt in January 2011.

Sprint Nextel has a $4.5 billion senior unsecured revolving creditfacility maturing in 2010 with $2.1 billion letters of creditoutstanding. During the fourth quarter 2008, Sprint Nextelnegotiated amendments to the credit facility thereby giving thecompany greater flexibility. Credit facility availability at theend of the fourth quarter of 2008 was$1.4 billion. Despite the significant erosion in revenues, Fitchexpects the company will generate a material level of free cashflow in 2009 due to a reduction in capital spending and therationalization of the cost structure, which provides more of anet cash benefit in the latter part of the year. However, ifSprint Nextel fails to stabilize operating trends, free cash flowprospects could become significantly constrained over time. FCFfor 2008 was approximately $1.7 billion and leverage increased to2.8 times compared to 2.1x at the end of 2007.

The Negative Outlook reflects Fitch's concern with the continuedlimited visibility into whether the company's current turnaroundinitiatives will stabilize operating trends during 2009. SprintNextel also faces as an uncertain outcome relative to theresolution of the iPCS litigation by January of 2010. Failure toshow improvements in operational metrics during the first half of2009 will likely result in a further ratings review to assess thepotential ratings impact. In 2008, Sprint Nextel lostapproximately 4 million postpaid subscribers as gross additionscontracted in excess of 35%. Fitch estimates that Sprint Nextel'spostpaid gross addition market share has reduced in share size toapproximately 12% from the low 20s in 2007.

In respect to the iDEN operations, the past erosion to all facetsof the iDEN business has caused significant degradation to itscash flow generation. While the company has reiterated itssupport and commitment to the iDEN platform, Fitch expects thecompany will continue to struggle with adding iDEN only postpaidsubscribers. Consequently, Fitch remains concerned about thelonger-term economic viability of the iDEN business due to furtherpostpaid subscriber losses and whether Boost unlimited subscriberswill provide a tangible positive offset to the postpaid iDENlosses. Therefore, Fitch will continue to monitor the operationalprospects of the iDEN assets and the potential implications offurther subscriber erosion to assess the level of risk to Nextelbondholders.

STANFORD INT'L BANK: Case May Take Receiver a Decade to Finish--------------------------------------------------------------The Honorable Reed O'Connor of the U.S. District Court for theNorthern District of Texas has appointed a receiver forbusinessman Robert Allen Stanford's Antigua-based bank.

According to Bloomberg News, Ralph Janvey, a securities lawyerwith Krage & Janvey LLP in Dallas and a former assistant directorof securities for the U.S. Comptroller of the Currency inWashington, was appointed receiver for Stanford International BankLimited.

As reported in the Troubled Company Reporter-Latin America, theU.S. Securities and Exchange Commission, on Feb. 17, charged Mr.Stanford and three of his companies for orchestrating afraudulent, multi-billion dollar investment scheme centering on anUS$8 billion Certificate of Deposit program. The SEC also chargedSIBL chief financial officer James Davis as well as LauraPendergest- Holt, chief investment officer of Stanford FinancialGroup (SFG), in the enforcement action.

SIBL's case will take at least three years and could take Mr.Janvey as long as a decade to finish repaying SIBL's victims as hetakes on the most difficult receivership job in history, expertscited by Bloomberg News said.

SIBL's is one of the largest cases in complexity and sheer sizehence making it more difficult for a receiver to administer,Michael Goldberg, a lawyer with Miami-based law firm AkermanSenterfitt and is not involved with the Stanford litigation,said as cited by Bloomberg News.

SBIL owner Mr. Stanford has been located in the Fredericksburg,Va., area by the special agents of the Federal Bureau ofInvestigation's Richmond Division, the SEC said in a Feb. 19statement.

The agents served Mr. Stanford with court orders and documentsrelated to the SEC's civil filing against him and three of hiscompanies, the regulator said in the statement.

SMURFIT-STONE CONTAINER: Default Swaps at 7.87 Cents on Dollar--------------------------------------------------------------Auction administrators Creditex and Markit said that the auctionto determine the value of Smurfit-Stone Container Corp.'s creditdefault swaps determined the contracts were valued at 7.87 centson the dollar, Reuters reports.

Reuters relates that the sellers of protection on Smurfit-StoneContainer's bonds will need to make payments of 92% of theinsurance they sold.

According to St. Louis Business Journal, payments were triggeredon the swaps after the firm's bankruptcy filing in January 2009.St. Louis Business relates that Smurfit-Stone Container's stockstarted trading on the Pink Sheets on February 4, 2009, after itwas delisted from Nasdaq.

About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com-- is one of the leading integrated manufacturers of paperboard andpaper-based packaging in North America and one of the world'slargest paper recyclers. The company operates 162 manufacturingfacilities that are primarily located in the United States andCanada. The company also owns roughly one million acres oftimberland in Canada and operates wood harvesting facilities inCanada and the United States. The company employs approximately21,250 employees, 17,400 of which are based in the United States.For the quarterly period ended September 30, 2008, the companyreported approximately $7.450 billion in total assets and$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed toreorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.Lead Case No. 09-10235). Certain of the company's affiliates,including Smurfit-Stone Container Canada Inc., a wholly ownedsubsidiary of SSCE, and certain of its affiliates, filed toreorganize under the Companies' Creditors Arrangement Act in theOntario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- andpaper-related bankruptcies as rising Internet use hurts magazinesand newspapers. Corp. Durango SAB, Mexico's largest papermaker,sought U.S. bankruptcy in October. Quebecor World Inc., amagazine printer and Pope & Talbot Inc., a pulp-mill operator,also sought cross-border bankruptcies for their operations in theU.S. and Canada.

STANFORD INT'L BANK: Justice Department Suspects Ponzi Scheme-------------------------------------------------------------U.S. prosecutors are conducting a probe on whether Robert AllenStanford and his group of companies including StanfordInternational Bank Limited operated a Ponzi scheme that defraudedinvestors around the globe, The Wall Street Journal reports citingpeople familiar with the matter.

WSJ's sources said the U.S. Justice Department is investigatingMr. Stanford believing his business operations may have beenlargely a Ponzi scheme.

As reported yesterday in the Troubled Company Reporter-LatinAmerica, the U.S. Securities and Exchange Commission charged Mr.Stanford and three of his companies for orchestrating afraudulent, multi-billion dollar investment scheme centering on anUS$8 billion Certificate of Deposit program.

Pursuant to the SEC's request for emergency relief for the benefitof defrauded investors, U.S. District Judge Reed O'Connor entereda temporary restraining order, froze the defendants' assets, andappointed a receiver to marshal those assets, the regulator saidin a Feb. 17 statement.

"As we allege in our complaint, Stanford and the close circle offamily and friends with whom he runs his businesses perpetrated amassive fraud based on false promises and fabricated historicalreturn data to prey on investors," said Linda Chatman Thomsen,Director of the SEC's Division of Enforcement. "We are movingquickly and decisively in this enforcement action to stop thisfraudulent conduct and preserve assets for investors."

Rose Romero, Regional Director of the SEC's Fort Worth RegionalOffice, added, "We are alleging a fraud of shocking magnitude thathas spread its tentacles throughout the world."

Mr. Stanford Found

In a Feb. 19 statement, the SEC said the special agents of theFederal Bureau of Investigation's Richmond Division has locatedand identified Stanford Financial Group chairman Allen Stanford inthe Fredericksburg, Va., area.

The agents served Mr. Stanford with court orders and documentsrelated to the SEC's civil filing against him and three of hiscompanies, the regulator said in the statement.

The orders and documents that the FBI served on Mr. Stanford werethe SEC's complaint, the memorandum of law filed with thecomplaint, the court order freezing assets, and the court orderappointing a receiver.

The Honorable Reed O'Connor, U.S. District Court Judge for theNorthern District of Texas, granted the SEC's request foremergency relief for investors, and issued the orders freezingassets and appointing a receiver over Mr. Stanford and otherdefendants.

SEC Complaint

The SEC's complaint, filed in federal court in Dallas, allegesthat acting through a network of SGC financial advisers, SIBL hassold approximately US$8 billion of so-called "certificates ofdeposit" to investors by promising improbable and unsubstantiatedhigh interest rates. These rates were supposedly earned throughSIB's unique investment strategy, which purportedly allowed thebank to achieve double-digit returns on its investments for thepast 15 years.

According to the SEC's complaint, the defendants havemisrepresented to CD purchasers that their deposits are safe,falsely claiming that the bank re-invests client funds primarilyin "liquid" financial instruments (the portfolio); monitors theportfolio through a team of 20-plus analysts; and is subject toyearly audits by Antiguan regulators. Recently, as the marketabsorbed the news of Bernard Madoff's massive Ponzi scheme, SIBLattempted to calm its own investors by falsely claiming the bankhas no "direct or indirect" exposure to the Madoff scheme.

According to the SEC's complaint, SIBL is operated by a closecircle of Mr. Stanford's family and friends. SIBL's investmentcommittee, responsible for the management of the bank's multi-billion dollar portfolio of assets, is comprised of Mr. Stanford;Mr. Stanford's father who resides in Mexia, Texas; another Mexiaresident with business experience in cattle ranching and carsales; Ms. Pendergest-Holt, who prior to joining SFG had nofinancial services or securities industry experience; and Mr.Davis, who was Stanford's college roommate.

The SEC's complaint also alleges an additional scheme relating toUS$1.2 billion in sales by SGC advisers of a proprietary mutualfund wrap program, called Stanford Allocation Strategy (SAS), byusing materially false historical performance data. According tothe complaint, the false data helped SGC grow the SAS program fromless than US$10 million in 2004 to more than US$1 billion,generating fees for SGC (and ultimately Mr. Stanford) ofapproximately US$25 million in 2007 and 2008. The fraudulent SASperformance was used to recruit registered investment adviserswith significant books of business, who were then heavilyincentivized to reallocate their clients' assets to SIB's CDprogram.

The SEC's complaint charges violations of the anti-fraudprovisions of the Securities Act of 1933, the Securities ExchangeAct of 1934 and the Investment Advisers Act, and registrationprovisions of the Investment Company Act. In addition toemergency and interim relief that has been obtained, the SEC seeksa final judgment permanently enjoining the defendants from futureviolations of the relevant provisions of the federal securitieslaws and ordering them to pay financial penalties and disgorgementof ill-gotten gains with prejudgment interest.

The SEC's investigation is continuing. FINRA independentlydeveloped information through its examination and investigativeprocesses that contributed significantly to the filing of thisenforcement action.

STEAKHOUSE PARTNERS: Court Approves Cash Collateral Stipulation---------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Californiahas approved the stipulation among Steakhouse Partners, Inc., itsdebtor-affiliates, and T. Scott Avila, as creditor trustee of theClass IV Creditor Trust, for the use of cash collateral.

As reported in the Troubled Company Reporter on Dec. 11, 2008, theDebtors related that they have an immediate need for the use ofcash collateral of Class IV Creditor Trust for the maintenance andcontinued operation of their company and liquidation of theirassets, specifically to pay employees and certain other creditors(as well as a $50,000 carve out for the Debtors' professionals) inorder to close the sales of the remaining restaurants.

In papers filed with the Court, the Debtors stated that netproceeds from the sale of their restaurants and personal propertyassets and other anticipated cash proceeds from the sale of theDebtors' other restaurants are the cash collateral of the CreditorTrust.

Pursuant to the stipulation, Creditor Trust consented to theDebtors' use of cash collateral for the payment of expenses, whendue, in accordance with a budget covering the period Oct. 27,2008, to Dec. 10, 2008, and $50,000 for the payment of the $50,000carve out for the Debtor's professional fees.

In lieu of adequate protection to the Creditor Trust's interest inand consent to the use of cash collateral, the Debtors willtransfer to the Creditor Trust an amount equal to the total budgetplus the Professional Fee Carve Out. All sums transferred to theCreditor Trust shall be applied to the Creditor Trust's claimagainst the Debtors' estates.

Based in San Diego, California, Steakhouse Partners Inc. and itsaffiliates -- http://www.paragonsteak.com/-- own and operate steakhouse restaurants in the U.S. Their restaurants specializein complete steak and prime rib meals and also offer fresh fishand other lunch and dinner dishes. They operate under the brandnames of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's andCarvers. Their menu also include fresh fish, seafood, pasta,chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouserestaurants located in eight states. They operate solely in thedomestic market.

STEAKHOUSE PARTNERS: May Sell Glendale Restaurant to Joel LaSalle-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Californiahas approved the sale of Steakhouse Partners, Inc. and its debtor-affiliates' restaurant located at 8172 W. Bell Road, in Glendale,Arizona, including other assets necessary to the operation of therestaurant, and the transfer of the restaurant's liquor license toJoel LaSalle or his assignee for the purchase price of $192,897.

The Debtors shall deposit the proceeds of the sale after paymentof closing costs, except for the cure amount, in a segregatedDebtor-in-Possession account pending further order of the Courtregarding distribution of the proceeds of the sale.

As reported in the Troubled Company Reporter on Dec. 11, 2008, thecure amount owing under the Glendale lease is $163,844. Thisincludes rent and sales tax through Nov. 30, 2008, plus interestand property taxes.

The purchaser will separately pay at closing rent in the amount of$6,655 and sales tax of $185.75 which amount is included in thecure amount. The cure amount shall be paid at closing from theproceeds of the sale at closing to the extent not paid prior tothe closing date.

Based in San Diego, California, Steakhouse Partners Inc. and itsaffiliates -- http://www.paragonsteak.com/-- own and operate steakhouse restaurants in the U.S. Their restaurants specializein complete steak and prime rib meals and also offer fresh fishand other lunch and dinner dishes. They operate under the brandnames of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's andCarvers. Their menu also include fresh fish, seafood, pasta,chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouserestaurants located in eight states. They operate solely in thedomestic market.

STEVE MCKENZIE: Trustee to Oversee Debtor's Business Affairs------------------------------------------------------------Judy Frank at The Chattanoogan.com reports that the Hon. ThomasStinnett of the U.S. Bankruptcy Court for the Eastern District ofTennessee has ruled that a trustee be appointed to oversee SteveMcKenzie's business affairs.

Citing Judge Stinnett, The Chattanoogan.com relates that Mr.McKenzie has been hospitalized in intensive care sinceFebruary 9, 2009, and therefore cannot supervise his businessaffairs. Mr. McKenzie, says The Chattanoogan.com, owns 100% of 16different businesses and at least 20%t of 48 more.

According to The Chattanoogan.com, Kyle Weems, the attorney forMr. McKenzie, presented in court a statement from the doctoraffirming that that Mr. McKenzie's absence in the court wasnecessitated by unspecified health problems. The doctor, thereport states, said that Mr. McKenzie's condition is improving andthat he should be able to appear in March.

Citing Judge Stinnett, The Chattanoogan.com relates said that noneof the required reports have been filed with Bankruptcy Court."Some of those reports are 45 days overdue.... There has been nomedical testimony. The medical condition has not been disclosed .. . Based on the situation and the testimony . . . there is basisfor appointing a trustee," the report quoted the judge as saying.

The TCR reported on Jan. 8, 2009, that Mr. McKenzie filed for aChapter 11 bankruptcy in the U.S. Bankruptcy Court for the EasternDistrict of Tennessee, listing over $151 million in liabilitiesand $100 million to $150 million in assets. Kyle Weems isassisting Mr. McKenzie in his restructuring effort.

TALLYGENICOM LP: Ct. OKs Sale Procedures, Payment of Break-Up Fee-----------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware approved onFeb. 19, 2009, (i) the Sale Procedures with respect to theproposed sale of substantially all of the assets of TallyGenicom,L.P., pursuant to the Asset Purchase Agreement with Printronix,Inc., and (ii) the payment of a Break-Up Fee of $750,000 and anExpense Reimbursement of up to $750,000 to Printronix in the eventthat another entity other than Printronix submits the highest andbest offer during the Auction.

Dymas Funding Company, LLC, the Debtors' senior secured lender,will not submit a credit bid at the Auction, so long as the AssetPurchase Agreement remains unmodified and in full force andeffect.

The Bid Deadline upon which date and time all Qualifying Bids mustbe submitted is Feb. 26, 2009, at noon (ET).

If a Qualifying Bid is received other than the APA, the Auctionshall take place on March 3, 2009, at 10:00 a.m. (ET) at theoffices of Morris, Nichols, Arsht & Tunnell LLP, 1201 N. MarketStreet, in Wilmington, Delaware.

Pursuant to the terms of the sale procedures order, the SaleHearing shall be held before the Court on March 4, 2009, at 1:00p.m. (ET).

Objections, if any, to the sale must (a) be in writing; (b) complywith the Bankruptcy Rules and the Local Bankruptcy Rules; (c) befiled with the Clerk of the Bankruptcy Court so as to be receivednot later than Feb. 25, 2009, at 4:00 p.m. (ET); and (d) be servedupon the parties listed in the approved sale procedures order.

Pursuant to the approved sale procedures, Qualififing Biddersshall deliver to the Seller a written and binding offer on orbefore the Bid Deadline, that, among others:

-- is a bid for the purchased Assets in their entirety for a price not less than $37.8378 million with a cash portion of at least $1.5 million, and provides payment in cash in lieu of the face amount of the note payable to Dymas Funding Company, LLP, contemplated by the APA;

-- states that the bidder is prepared to enter into a legally binding purchase and sale agreement for the acquisition of the Purchased Assets on terms and conditions no less favorable to the Seller than the terms and conditions contained in the approved APA;

-- states that the bidder's offer is irrevocable until the closing of the purchase of the Purchased Assets if such bidder is the Succesful Bidder;

-- is accompanied by a cash deposit or cashier's check in the amount of $2.0 million as Good Faith Deposit, which the Seller will hold in a segregated account containing only deposits from bidders participating in the Auction; and

-- does not contain any due diligence or financing contingencies of any kind.

A full-text copy of the Sale Procedures order, dated Feb. 19,2009, is available at:

When the Debtors filed for protection from their creditors, theylisted assets and debts between $10 million to $50 million each.

TARRAGON CORP: Court Approves Procedures for Sale of Assets-----------------------------------------------------------The U.S. Bankruptcy Court for the District of New Jersey hasgranted the request of Tarragon Corp., et. al., on a final basis,to establish procedures for the sale of the Debtors and non-Debtoraffiliates' assets.

No proposed sale may be consummated pursuant to the Asset SaleProcedures in the Purchase Price exceeds $30,000,000; provided,however, that upon the prior written consent of the OfficialCommittee of Unsecured Creditors, a proposed sale with a purchaseprice in excess of $30,000,000 may be consummated pursuant to theAsset Sale Procedures.

Pursuant to the approved Asset Sale Procedures, the Debtors mayuse the Asset Sale Procedures to sell assets that are encumberedby liens only if the holders of those liens consent to the sale,either expressly or implied, upon notice and an opportunity for ahearing. The Debtors are also permitted to sell assets co-ownedby a Debtor and a third party pursuant to the Asset SaleProcedures only to the extent that such co-owner consents to thesale, either expressly or by implied consent, upon notice and anopportunity for a hearing.

The notice will include, among other things, a description of theassets that are the subject of the proposed sale and theirlocations, the identity of the non-debtor parties to the proposedsale and any relationships between the parties and the Debtors,the identities of any parties holding liens in the assets, and thepurchase price as well as any other material economic terms andconditions of the proposed sale.

With respect to each sale notice, interested parties have until5:00 p.m prevailing Eastern time on the 15h calendar day after thedate of service of the notice to object to the proposed sale.Upon either the expiration of the Notice Period without thereceipt of any objections or the written consent of all interestedparties, the proposed sale, including the assumption and executionof executory contracts and unexpired leases, are deemed final andfully authorized by the Court.

Pursuant to Sec. 363(f) of the Bankruptcy Code, buyers will taketitle to assets sold by the Debtors free and clear of liens, withsaid liens to attach to the proceeds of the sale, provided thatall ad valorem and non ad valorem tax claims owed with respect tothe property sold pursuant to the sale procedures will besatisfied directly from the proceeds of the closings.

A full-text copy of the Court's final Asset Sale Procedures Order,dated Feb. 20, 2009, is available at:

New York-based Tarragon Corporation (NasdaqGS:TARR) --http://www.tarragoncorp.com/-- is a leading developer of multifamily housing for rent and for sale. Tarragon's operationsare concentrated in the Northeast, Florida, Texas, and Tennessee.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,represent the Debtors as bankruptcy counsel. Daniel A. Lowenthal,Esq., at Patterson Belknap Webb & Tyler, LLP, is the proposedcounsel to the Official Committee of Unsecured Creditors.Kurztman Carson Consultants LLC serves as notice and claims agent.As of September 30, 2008, the Debtors had $840,688,000 in totalassets and $1,035,582,000 in total debts.

TROPICANA OPCO: Bank Loan Sells at Near 75% Discount----------------------------------------------------Participations in a syndicated loan under which Tropicana Opco isa borrower traded in the secondary market at 25.67 cents-on-the-dollar during the week ended February 20, 2009, according to datacompiled by Loan Pricing Corp. and reported in The Wall StreetJournal. This represents a drop of 1.46 percentage points fromthe previous week, the Journal relates. The loan matures onJanuary 3, 2012. Tropicana Opco pays 250 basis points over LIBORto borrow under the facility. Moody's has withdrawn its rating onthe bank loan. The bank debt is not rated by Standard & Poor's.

As reported by the Troubled Company Reporter on Feb. 3, 2009,Tropicana Entertainment, LLC, said the lenders who funded itsacquisition of five casinos pre-bankruptcy are now undersecuredand will only receive up to 72.7% recovery for theirover $1.3 billion in claims.

Tropicana and its affiliated debtors have sought permission fromthe U.S. Bankruptcy Court for the District of Delaware to haltinterest payments to the OpCo Lenders.

In exchange for their use of their lenders' cash collateral topartly fund their Chapter 11 cases, Tropicana previously obtainedpermission to make adequate protection payments to the OpcoLenders, headed by Credit Suisse, as administrative agent andcollateral agent; Credit Suisse Securities (USA) LLC, as solebookrunner and sole lead arranger; Barc1ays Bank PLC and SocieteGenerale, as co-lead arrangers and co-syndication agents; and TheRoyal Bank of Scotland, PLC and INO Capital, LLC.

Before filing for bankruptcy protection, Tropicana, in 2007,entered into credit facilities to finance its acquisition of AztarCorp.'s five casinos. The OpCo Credit Facility -- an aggregateUS$1,710,000,000 secured credit facility provided by Credit Suisseas collateral agent and administrative agent -- constituted thelargest portion of the Aztar Acquisition financing. As of April30, 2008, about $1,300,000,000 of the principal amount wasoutstanding under a term loan facility, and $21,000,000 under arevolving facility.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,P.A., Tropicana has determined that the value of the OpCo Lenders'collateral does not exceed their claims under the PrepetitionFinancing Documents. Consequently, the OpCo Lenders areundersecured.

In January, Tropicana Entertainment and its affiliates filed aChapter 11 plan of reorganization for entities led by TropicanaEntertainment, which own 10 casinos and resorts in Atlantic City,New Jersey and Evansville, Indiana; (OpCo Plan), and another byTropicana Las Vegas Holdings, which own a resort in Las Vegas(LandCo Plan).

Mr. Collins relates that the valuation analysis included in theOpCo Disclosure Statement reflects the fact that the value of thereorganized OpCo Debtors is not sufficient to satisfy theOpCo Lenders' claims in full. The Debtors estimate that the OpCoLenders are likely to recover between 58.1% and 72.7% of the valueof their claims if the OpCo Plan is continued and between 36% and48% in a liquidation scenario, if the Debtors' cases me convertedto chapter 7 liquidations.

Mr. Collins notes that the ad hoc group of OpCo Lenders in thecase -- the steering committee for the OpCo Lenders -- hasadmitted at a hearing before Judge Kevin J. Carey that the valueof the assets is much less than the amount of their claims.

Absent Court approval of the proposal, Tropicana will be requiredto make payments totaling $44.3 million between February 1, 2009and June 30, 2009.

The Bankruptcy Court will convene a hearing on Feb. 17 to considerthe request. Objections are due Feb. 9.

About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largestprivately-held gaming entertainment providers in the UnitedStates. Tropicana Entertainment owns eleven casino properties ineight distinct gaming markets with premier properties in LasVegas, Nevada, and Atlantic City, New Jersey.

Syndicated loans of other auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal

Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar, representing a drop of 4.85 percentage points from theprevious week. The loan matures January 31, 2015. Dana pays 375basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's B+ rating.

Participations in a syndicated loan under which car rental companyHertz Corporation is a borrower traded in the secondary market at68.22 cents-on-the-dollar. This represents an increase of 1.47percentage points from the previous week. The loan maturesDecember 21, 2012. Hertz pays 150 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba1rating and Standard & Poor's BB+ rating.

About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is amongthe world's largest and most diversified suppliers of automotivesystems, modules, and components to global vehicle manufacturersand related aftermarket. Standard & Poor's Ratings Services saysTRW is one of the world's 10 largest manufacturers of originalequipment automotive parts and designs. Nearly 70% of its salescomes from outside North America; its largest customer, VolkswagenAG, accounts for about 17% of sales. Combined sales to theMichigan-based automakers account for about 22% of TRW'sconsolidated revenues, S&P says. The Company has three operatingsegments; Chassis Systems, Occupant Safety Systems, and AutomotiveComponents. Its primary business lines encompass the design,manufacture and sale of active and passive safety relatedproducts. Revenues in 2007 were approximately $14.7 billion.

* * *

As reported by the Troubled Company Reporter on January 15, 2009,Standard & Poor's Ratings Services lowered its ratings on TRWAutomotive Inc., including the corporate credit rating, which waslowered to 'BB' from 'BB+'. The outlook is negative.

The Rating Outlook is Stable. These rating actions affect thecompany's approximate $3 billion of total debt on Dec. 27, 2008.The downgrade is due to $112 million of consolidated net lossesduring the most recent quarter ended Dec. 27, 2008 and Fitch'sexpectation that a substantial portion of $168 million of grainrelated hedging losses and $20 million of negative non-cashinventory adjustments will be realized in the near-term. Tysoncontinues to benefit from stronger than normal performance in itspork segment and improved year-over-year performance in beef,however, the magnitude of losses in its chicken segment weregreater than what Fitch had anticipated and Tyson remains freecash flow negative. Tyson generated $221 million of negative freecash flow (defined as cash flow from operations less capitalexpenditures and dividends) during the latest 12 month periodended Dec. 27, 2008.

In addition, a requirement of the Dec. 17, 2008 amendment to itsexisting secured facility included an enhanced collateralrequirement clause, which imposes severe penalties if the facilitydid not have a first priority to Tyson's accounts receivable. Theproposed ABL facility does not have a leverage-based financialcovenant, but given that borrowings will be based on the value ofqualified receivables and inventory, Tyson's access to these fundsis more restrictive. Tyson is required to maintain a minimumfixed charge coverage ratio when availability under the facilityis less than the greater of 15% of the commitments or $150million. Furthermore, Tyson's cost of debt capital will increaseas a result of these actions.

The Stable Outlook reflects Fitch's expectations that Tyson'scredit statistics and cash flow will improve over the next 12months, after some modest additional deterioration over the nextcouple of quarters. While weak macroeconomic conditions coulddampen demand for meat proteins and margins for Tyson's chickensegment could continue to be negatively affected by potentialrealized losses on outstanding grain hedge positions, reducedindustry production should support poultry pricing in the nearterm. Lower grain costs and working capital requirements alongwith reduced capital spending is expected to benefit cash flowlater in fiscal 2009 and into fiscal 2010.

Tyson's new ratings reflect the high level of business risk andvolatility inherent in the protein industry and Fitch'sexpectations that absent any unexpected disruptions in the proteinindustry, Tyson can achieve credit statistics suitable for the newrating level in intermediate term.

On Feb. 19, 2009, Tyson announced that it is arranging a new ABLfacility of up to $1 billion which will be secured by cash,accounts receivable (A/R) and inventory. In conjunction with thisnew facility, Tyson plans to issue $500 million of five-yearsenior unsecured notes due 2014. The notes will be guaranteed ona senior unsecured basis by Tyson's domestic subsidiaries. Theclosing of the new ABL credit facility, which will replace Tyson'sexisting $1 billion secured facility set to expire September 2010,and the sale of the notes are expected to be consummated in March2009. Proceeds from the note offering will be allocated to therepayment of the 2010 notes when they become due and used to repayborrowings under Tyson's existing $375 million and $225 millionA/R securitization facilities which will be terminated.

On Dec. 27, 2008, Tyson had approximately $1.3 billion ofliquidity consisting of $166 million of cash, $615 million ofrevolver availability and $476 million accessible under itsaccounts receivable securitization program. Significant upcomingmaturities include $234 million of 7.95% secured TFM notes dueFeb. 1, 2010 and $1 billion of 8.25% unsecured notes due Oct. 1,2011. Tyson's liquidity or its ability to repay or refinanceupcoming maturities is not expected to be adversely affected bythese actions.

During the latest 12 month period ended Dec. 27, 2008, total debt-to-operating earnings before interest, taxes, depreciation andamortization, excluding approximately $130 million of unrealizedhedging losses, was 4.2 times and operating EBITDA-to-grossinterest expense was 3.1x. Proforma leverage, also excludingunrealized hedging losses, is estimated at approximately 4.9x andproforma interest coverage will be 2.5x.

TYSON FOODS: Moody's Rates Proposed $500 Mil. Notes at 'Ba3'------------------------------------------------------------Moody's Investors Service rated at Ba3 the proposed $500 millionsenior unsecured guaranteed notes due 2014 to be issued by TysonFoods, Inc., under Rule 144A, subject to review of finaldocumentation. Moody's also upgraded the ratings of Tyson'sexisting first lien debt to Ba1 from Ba2, and affirmed thecompany's other ratings including its corporate family rating ofBa3, its probability of default rating of Ba3, and its speculativegrade liquidity rating of SGL-4. Moody's expects that Tyson'sspeculative grade liquidity rating will likely be upgraded to SGL-3, assuming that the company completes, as currently contemplated,the proposed Notes issue and concurrently replaces its existing $1billion revolving credit with a new unrated asset based revolvingcredit agreement. The rating outlook remains negative.

"The establishment of an 'ABL' to replace its existing revolvingcredit agreement is a significant improvement in Tyson's capitalstructure. Covenants and a rating trigger will be replaced by afinancial test that will not be in effect unless usage exceeds ahigh threshold that is unlikely to be crossed, in Moody's view"commented Elaine Francolino, Vice President -- Senior CreditOfficer.

The new 144A Notes issue will be senior unsecured debt, guaranteedby domestic subsidiaries. Proceeds will be applied to repurchaseoutstandings under the company's existing receivablessecuritization facilities, if any, and for general corporatepurposes. Approximately $234 million of the proceeds will be heldin a restricted account to effectively pre-fund the repayment ofTyson Fresh Meats bonds due in February 2010. The new Notescombined with the concurrent establishment of up to$1 billion in an unrated ABL agreement will replace the company'sexisting revolving credit and receivables purchase facilities.

The SGL-4 is based on Tyson's existing liquidity arrangements,including a $1 billion revolving credit agreement and$600 million in receivables purchase facilities. The revolvingcredit's financial covenants have been amended several times, andthe receivables securitization contains a rating triggerstipulating the rating that would allow the banks not to purchaseadditional receivables. The simultaneous issue of the new termNotes along with the establishment of an ABL will bring totalliquidity sources to $1.5 billion, not materially below the amountof existing funding arrangements.

Given that a significant factor in the SGL-4 rating is the concernthat covenant cushion under the existing revolving credit wouldnot be abundant when the leverage covenant tightens in September2009, the replacement of the existing revolving credit agreementwith the new ABL will be a credit positive that will likely resultin an upgrade in the SGL rating to SGL-3 should the transaction becompleted as contemplated. Moody's anticipates that the new ABLwill be utilized over the next twelve months for letters ofcredit, with unused proceeds from the new Notes issue to provide asource of excess cash. Alternative liquidity is limited becausereceivables and inventory are pledged to certain creditors; afterthe transactions, certain fixed assets will be unencumbered,however. Tyson's could sell some businesses to raise cash andimprove liquidity if necessary; however, enterprise value wouldsuffer.

The upgrade in the ratings on the company's existing first liendebt instruments reflects the lower level of priority accountspayable in the liabilities waterfall, given capacity reductions,the sale of the Canadian beef business and more modest feed-grainprices.

Moody's most recent rating action for Tyson on December 18, 2008,affirmed the company's ratings and maintained the negativeoutlook, following an amendment to Tyson's revolving creditagreement that provided covenant relief over the next severalquarters and greater collateral for certain debt instruments.

Tyson Foods, Inc., is the world's largest meat protein processorin terms of revenues, with operations in beef, chicken and porkprocessing, as well as branded packaged foods. Sales for thetwelve months ended December 27, 2008 exceeded $26.9 billion.

TYSON FOODS: S&P Assigns 'BB' Rating on $500 Mil. 2014 Notes------------------------------------------------------------Standard & Poor's Ratings Services said that it assigned a 'BB'senior unsecured debt rating and '3' recovery rating to TysonFoods Inc.'s planned $500 million note issuance due 2014. At thesame time, S&P affirmed all of the company ratings, including its'BB' corporate credit rating. The outlook is negative. As ofDec. 27, 2008, Tyson had about $3.5 billion of pro forma totaldebt.

The ratings affirmation follows Tyson's announcement that it plansto issue $500 million of senior unsecured notes. Tyson will usethe proceeds primarily to help fund current and future debtmaturities and to terminate commitments under its accountsreceivable facility. Tyson will also put in place a $1 billionasset-backed revolving credit facility due 2012 (not rated) thatwould replace its existing $1 billion revolving credit facility.(S&P will withdraw the ratings for the existing facility uponclosing of this transaction.)

The ratings on Tyson and wholly owned subsidiary Tyson Fresh MeatsInc. reflect the company's exposure to commodity price swings, thevery low-margin nature of the majority of Tyson's sales, and itshigh debt leverage. The company benefits from its position as oneof the largest marketers and producers of beef, chicken, and pork;its product portfolio diversity; its position as one of thelowest-cost producers; and the high barriers to entry in theseindustries.

While the planned asset-backed loan and note issuance shouldprovide enhanced liquidity in the near term, key credit measuresremain weak for the rating.

"The company continues to face significant near-term challengesfrom an oversupply in its poultry segment and the weak economicenvironment, as it focuses on improving its operatingefficiencies," said Standard & Poor's credit analyst PatrickJeffrey. "We would consider lowering the rating over the next twoquarters if the company does not improve debt leverage from proforma levels, so that it approaches the low-4x area by the end offiscal 2009 (below 4x if debt maturing in 2010 is repaid in fiscal2009)," he continued. Assuming the debt remains at pro formalevels through fiscal 2009, EBITDA would need to increase by about40% to achieve this level. The company will need to stabilize itsoperations and improve leverage in the low- to mid-3x range beforeS&P would consider a stable outlook.

UBS AG: Agrees to Pay US$200 Million to Settle U.S. SEC Charges---------------------------------------------------------------The U.S. Securities and Exchange Commission said it filed Feb. 18an enforcement action against UBS AG, charging the firm withacting as an unregistered broker-dealer and investment adviser.

The SEC's complaint, filed in the U.S. District Court for theDistrict of Columbia, alleges that UBS's conduct facilitated theability of certain U.S. clients to maintain undisclosed accountsin Switzerland and other foreign countries, which enabled thoseclients to avoid paying taxes related to the assets in thoseaccounts.

UBS agreed to settle the SEC's charges by consenting to theissuance of a final judgment that permanently enjoins UBS andorders it to disgorge US$200 million.

In connection with a related criminal investigation, UBS hasentered into a deferred prosecution agreement with the Departmentof Justice pursuant to which UBS will pay an additionalUS$180 million in disgorgement, as well as US$400 million in tax-related payments.

"The broker-dealer and investment adviser registration provisionsprovide important protections for investors. UBS avoidedcompliance with U.S. securities laws for many years, at the sametime they were engaged in other illegal conduct, which makes thisone of the most egregious cases of its kind," said Scott W.Friestad, Deputy Director of the SEC's Division of Enforcement.

As alleged in the SEC's complaint, from at least 1999 through2008, UBS acted as an unregistered broker-dealer and investmentadviser to thousands of U.S. persons and offshore entities withUnited States citizens as beneficial owners. UBS had at least11,000 to 14,000 of such clients and held billions of dollars ofassets for them. The U.S. cross-border business provided UBS withrevenues of $120 million to $140 million per year.

The SEC also alleges that UBS conducted that cross-border businesslargely through client advisers located primarily in Switzerland,who were not associated with a registered broker-dealer orinvestment adviser. These client advisers traveled to the U.S.,on average, two to three times per year on trips that generallyvaried in duration from one to three weeks. In many instances,the client advisers attended exclusive events such as art shows,yachting events, and sporting events that were often sponsored byUBS, for the purpose of soliciting and communicating with UnitedStates cross-border clients. UBS also used other U.S.jurisdictional means such as telephones, facsimiles, mail and e-mail to provide securities services to its U.S. cross-borderclients.

The SEC further alleges that UBS was aware that it was required tobe registered with the SEC. UBS took action to conceal its use ofU.S. jurisdictional means to provide securities services. Amongother things, client advisers typically traveled to the U.S. withencrypted laptop computers that they used to provide account-related information, to show marketing materials for securitiesproducts, and occasionally to communicate orders for securitiestransactions to UBS in Switzerland. Client advisers also receivedtraining on how to avoid detection by U.S. authorities of theiractivities in the U.S.

As charged in the SEC's complaint, as a result of its conduct, UBSviolated Section 15(a) of the Securities Exchange Act of 1934 andSection 203(a) of the Investment Advisers Act of 1940. To settlethese charges, UBS has consented to the entry of a final judgmentthat (1) permanently enjoins UBS from further violation of thoseprovisions; (2) orders it to pay US$200 million in disgorgement,to be paid together with an additionalUS$180 million in disgorgement that will be paid as part of asettlement of a related criminal investigation; and (3) orders UBSto comply with its undertakings to terminate its U.S. cross-borderbusiness and to retain an independent consultant to conduct anexamination of UBS's termination of the business.

UBS AG: U.S. Wants Firm to Disclose Swiss Bank Account Records--------------------------------------------------------------The U.S. government has filed a lawsuit in Miami against Swissbank UBS AG, the Justice Department said yesterday in a statement.The lawsuit asks the court to order the international bank todisclose to the Internal Revenue Service (IRS) the identities ofthe bank's U.S. customers with secret Swiss accounts. Accordingto the lawsuit, as many as 52,000 U.S. customers hid their UBSaccounts from the government in violation of the tax laws.

The government alleges in the lawsuit that of those 52,000 secretaccounts, about 20,000 contained securities and about 32,000contained cash. According to a UBS document filed with thelawsuit, as of the mid-2000s, those secret accounts held aboutUS$14.8 billion in assets.

Court documents allege that U.S. citizens failed to report and payU.S. income taxes on income earned in those secret accounts.

According to the lawsuit, Swiss-based bankers actively marketedUBS's services to wealthy U.S. customers within the United States.UBS documents filed with the lawsuit show that UBS bankers came tothe United States to meet with U.S. clients nearly 4,000 times peryear, in violation of U.S. law. According to court documents, thegovernment alleges that UBS trained its bankers to avoid detectionby U.S. authorities. Court documents further assert that manyU.S. contacts occurred through UBS-sponsored sporting and culturalevents, designed to appeal to extremely wealthy Americans.

The lawsuit alleges that UBS engaged in cross-border securitiestransactions in the United States that it knew violated U.S.security laws. The lawsuit also alleges that UBS helped hundredsof U.S. taxpayers set up dummy offshore companies, to make iteasier for those taxpayers to avoid their reporting obligationsunder U.S. tax laws.

"At a time when millions of Americans are losing their jobs, theirhomes and their health care, it is appalling that more than 50,000of the wealthiest among us have actively sought to evade theircivic and legal duty to pay taxes," said John A. DiCicco, ActingAssistant Attorney General for the Justice Department's TaxDivision. "It is time for those who are trying to hide from theIRS to rethink their actions. The Department of Justice iscommitted to do all that it can to aid the IRS in locating thosewho would seek to hide behind secret accounts and in holding themaccountable under the federal tax laws."

"We are committed to moving forward with the summons enforcementprocess. This action sends a strong signal to taxpayers hidingtheir money offshore. The IRS will be aggressive in pursuingpeople who shirk their obligations under the tax law. Thesepeople owe it to their fellow citizens to pay their fair share oftaxes," said IRS Commissioner Doug Shulman. "As Commissioner, Iam committed to bringing to bear the full arsenal of IRS resourcesto pursue egregious offshore tax abuse. International tax issuesare a top priority, and we will continue to aggressively pursuepeople hiding assets offshore. For people who are hiding moneyoffshore, this serves as a wake-up call that they need to getright with their government. Taxpayers should talk to a taxprofessional and come forward under our voluntary disclosureprocess. Having the IRS find you could mean a much heavier pricethan coming forward on your own."

UBS "expected" the civil action and said it has substantialdefenses to the enforcement of the John Doe summons and intends tovigorously contest the enforcement of the summons in the civilproceeding, as is permitted under the terms of the DeferredProsecution Agreement entered into on February 18.

"Objections to the enforcement of the IRS summons are based uponU.S. law, the terms of UBS's Qualified Intermediary Agreement withthe IRS, Swiss financial privacy and other laws, and theprinciples of international comity that require U.S. courts totake into account foreign laws," the Swiss bank said in a February19 statement.

"The IRS's John Doe summons seeks information regarding asubstantial number of undisclosed accounts maintained by U.S.persons at UBS in Switzerland, whose information is protected fromdisclosure by Swiss financial privacy laws," the UBS statementadded.

Net Loss Widens

As reported in the Troubled Company Reporter-Europe on Feb. 11,2009, UBS's net loss for full-year 2008 widened to CHF19,697million from of CHF5,247 million in the prior year.

Net losses from continuing operations totaled CHF19,327 million,compared with losses of CHF5,111 million in the prior year.

UBS attributed the losses to negative revenues in its fixedincome, currencies and commodities (FICC) area.

For the 2008 fourth quarter, UBS incurred a net loss ofCHF8,100 million, down from a net profit of CHF296 million.

Net loss from continuing operations was CHF7,997 million comparedwith a profit of CHF433 million.

The Investment Bank recorded a pre-tax loss of CHF7,483 million,compared with a pre-tax loss of CHF2,748 million in the priorquarter. This result was primarily due to trading losses, losseson exposures to monolines and impairment charges taken againstleveraged finance commitments. An own credit charge ofCHF1,616 million was recorded by the Investment Bank in fourthquarter 2008, mainly due to redemptions and repurchases of UBSdebt during this period.

More Job Cuts

UBS said it will further reduce its headcount to 15,000 by the endof the year.

UBS's personnel numbers reduced to 77,783 on December 31, 2008,down by 1,782 from September 30, 2008, with most staff reductionsat its investment banking unit.

UNITED EQUITABLE: A.M. Best Cuts Fin'l Strength Rating to 'C+'--------------------------------------------------------------A.M. Best Co. on February 13, 2009, downgraded the financialstrength rating (FSR) to C+ (Marginal) from C++ (Marginal) andissuer credit rating (ICR) to "b-" from "b+" of United EquitableInsurance Company.

In addition, A.M. Best has downgraded the FSR to C- (Weak) fromC++ (Marginal) and ICR to "cc" from "b" of American HeartlandInsurance Company (both of Skokie, IL). These two insuranceentities are subsidiaries of the United Equitable Group, Ltd., aprivately held holding company. The outlook for all ratings hasbeen revised to negative from stable.

These rating actions reflect the decline in both companies' risk-adjusted capitalization following significant reservestrengthening actions during third quarter 2008. The loss reserveadjustments are related to 2006 and prior accident years resultingfrom an examination by the Illinois Department of Insurance. Inaddition, the two companies maintain elevated underwritingleverage and substantial affiliated investment leverage, whichalso contributed to the deterioration in their risk-adjustedcapital. The negative rating outlook reflects A.M. Best's concernthat both companies capitalization may deteriorate further iftheir operating performance does not improve in the near term.

The ratings reflect a geographic concentration of risk and limitedproduct offerings, which make the companies susceptible toregulatory and competitive market pressures. Additionally, thecompanies underwriting results fluctuated considerably and mainlywere driven by an elevated expense position. Although managementhas undertaken actions to improve overall results, there isuncertainty regarding the ultimate success of these initiatives.

UNITED SECURITY: A.M. Best Cuts Financial Strength Rating to C++----------------------------------------------------------------A.M. Best Co. on February 9, 2009, downgraded the financialstrength rating to C++ (Marginal) from B- (Fair) and the issuercredit rating to "b" from "bb-" on United Security Life and HealthInsurance Company (USL&H) (Bedford Park, IL). The outlook forboth ratings has been revised to negative from stable.

The rating downgrades reflect the anticipated significantdeterioration in USL&H's risk-based capital position in 2008caused by a large operating loss. Additionally, common andpreferred equities represent a high percentage of its capital andsurplus. Price declines and realized capital losses in theseholdings in 2008 further weakened the company's capital position.The third and fourth quarters of 2008 were particularlychallenging for USL&H.

While USL&H is taking steps to improve the performance of its coreindividual major medical business, the implementation of theseactions has been delayed. Consequently, A.M. Best believesoperating losses will likely continue into at least the secondhalf of 2009 before the changes implemented by management will bereflected in its operating results. A.M. Best notes that USL&Hdid receive a $1 million cash contribution from its parent, J andP Holdings, Inc., late in 2008 to help partially offset thedecline in its capital base.

A.M. Best will continue to monitor USL&H's operating results.Should further risk-based capital deterioration occur beyond A.M.Best's expectations, an additional downgrade would be likely.

VISTEON CORP: Bank Loan Sells at Almost 80% Discount----------------------------------------------------Participations in a syndicated loan under which Visteon Corp. is aborrower traded in the secondary market at 20.21 cents-on-the-dollar during the week ended February 20, 2009, according to datacompiled by Loan Pricing Corp. and reported in The Wall StreetJournal. This represents a drop of 1.47 percentage points fromthe previous week, the Journal relates. The loan matures May 30,2013. Visteon pays 300 basis points over LIBOR to borrow underthe facility. The bank loan carries Moody's B3 rating andStandard & Poor's B- rating.

Syndicated loans of other auto parts makers also slid in secondarymarket trading during the week ended February 20, 2009, accordingto data compiled by Loan Pricing Corp. and reported in The WallStreet Journal

Participations in a syndicated loan under which Dana Corporationis a borrower traded in the secondary market at 33.40 cents-on-the-dollar, representing a drop of 4.85 percentage points from theprevious week. The loan matures January 31, 2015. Dana pays 375basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt sold for 38.56 cents-on-the-dollar in thesecondary market, representing a drop of 4.49 percentage pointsfrom the previous week. The loan matures March 29, 2012. Learpays 250 basis points above LIBOR to borrow under the facility.The bank loan is not rated.

Participations in a syndicated loan under which car rental companyHertz Corporation is a borrower traded in the secondary market at68.22 cents-on-the-dollar. This represents an increase of 1.47percentage points from the previous week. The loan maturesDecember 21, 2012. Hertz pays 150 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's Ba1rating and Standard & Poor's BB+ rating.

About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate,interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. The company has corporate offices inVan Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,Germany. It has facilities in 27 countries and employs roughly35,500 people.

* * *

As reported in the Troubled Company Reporter on Nov. 4, 2008,Visteon Corporation's balance sheet at Sept. 30, 2008, showedtotal assets of US$5.9 billion and total liabilities ofUS$6.4 billion, resulting in shareholders' deficit of roughlyUS$530 million.

The company reported a net loss of US$188 million on total salesof US$2.11 billion. For third quarter 2007, Visteon reported anet loss of US$109 million on sales of US$2.55 billion. Visteonreported a net loss of US$335 million for the first nine months of2008, compared with a net loss of US$329 million for the sameperiod a year ago.

The TCR said on Jan. 14, 2009, that Standard & Poor's RatingsServices lowered its corporate credit rating on Visteon Corp. to'CCC' from 'B-' and removed all the ratings from CreditWatch,where they had been placed on Nov. 13, 2008, with negativeimplications. The outlook is negative. At the same time, S&Palso lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Servicelowered Visteon Corporation's corporate family and probability ofdefault ratings to Caa2, and Caa1, respectively. In a relatedaction, Moody's also lowered the ratings of Visteon's seniorsecured term loan to B3 from Ba3, unguaranteed senior unsecurednotes to Caa3 from Caa2, and guaranteed senior unsecured notes toCaa2 from Caa1. Visteon's Speculative Grade Liquidity remainsSGL-3. The outlook is negative.

Bankruptcy Filing Imminent

Speculations of a bankruptcy filing abound at Visteon. Asreported by the Troubled Company Reporter, citing The Wall StreetJournal, the embattled autoparts maker has reportedly brought inKirkland & Ellis LLP as bankruptcy counsel and Rothschild Inc. asfinancial adviser to prepare for a possible bankruptcy filing.According to the Journal's John D. Stoll and Jeffrey McCracken,people familiar with the matter said that Visteon and its advisersare studying whether it should file for bankruptcy pre-emptivelyto conserve its cash.

WATERBROOK PENINSULA: Court Extends Plan Filing Period to Feb. 20-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Floridaapproved on Feb. 18, 2009, the request of Waterbrook Peninsula,LLC for the extension of its exclusive period to file a plan for aperiod of thirty days, or through and including Feb. 20, 2009, andthe extension of its exclusive period to seek acceptances of aplan, for a period of 60 days, or through and includingApril 21, 2009.

In its motion, the Debtor told the Court that it is innegotiations with its primary secured lender, National City Bank,and its general contractor, Vercon Construction Management, Inc.,to extend the DIP Financing and resume full construction effortson its "Peninsula on the Intracoastal" residential development,located at 2649 North Federal Highway, Boynton Beach, Florida.

The Debtor told the Court that it has sought one prior extensionof exclusivity and has only been in bankruptcy for a period ofseven months., a short time given the particular circumstances nowfacing the real estate and capital markets.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is thedeveloper of a residential development, "Peninsula on theIntracoastal," located at 2649 North Federal Highway, BoyntonBeach, Florida. The company filed for Chapter 11 protection onJune 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603). Scott A.Underwood, Esq., and Thomas M. Messana, Esq., at Messana,Weinstein & Stern, P.A., represent the Debtor as counsel. Whenthe Debtor filed for protection from its creditors, it listedassets of between $10 million and $50 million, and debts ofbetween $10 million and $50 million.

This action arose from oversight and audits conducted by Centersfor Medicare & Medicaid Services (CMS). The Special Committee ofthe Board and the Company continue to cooperate fully in theseparate investigations previously disclosed.

Dinah Wisenberg Brin at The Wall Street Journal reports that CMSordered WellCare to suspend marketing to and enrolling Medicareparticipants due to noncompliance, deficiencies in Medicareprescription-drug contracts, and for allegedly misleadingbeneficiaries. WSJ relates that CMS said that its secret shoppersfound evidence that WellCare misled and confused beneficiaries atDecember sales events. The report says that CMS also accusedWellCare of failing to spot forged applications. According to thereport, CMS said that WellCare has the highest number ofbeneficiary marketing complaints among large Medicare Advantageplans, with many beneficiaries alleging marketingmisrepresentations.

WellCare is working with CMS to address issues raised by theagency in a letter that imposed sanctions on the Company'sMedicare Advantage plans and Medicare Prescription Drug Plans.

"We take CMS' concerns very seriously," said Heath Schiesser,WellCare's President and Chief Executive Officer. "We arecommitted to complying fully with CMS requirements and serving theneeds of our members."

WellCare is making significant efforts to improve operationaleffectiveness to address the issues identified by both CMS and theCompany's own monitoring. WellCare will continue to devotesubstantial resources towards these initiatives, includingengaging independent third parties to ensure that all of itsoperations and marketing activities are compliant with CMS'requirements.

Current members of WellCare's Medicare health plans are notaffected by CMS' action. Further, this action does not affect theCompany's Medicaid and S-CHIP plans. All plan members continue tohave access to covered health care services.

About WellCare Health

WellCare Health Plans, Inc. -- http://www.wellcare.com-- provides managed care services exclusively for government-sponsoredhealthcare programs, focusing on Medicaid and Medicare.Headquartered in Tampa, Florida, WellCare offers a variety ofhealth plans for families, children, the aged, blind and disabledand prescription drug plans. The Company served more than2.5 million members nationwide as of September 30, 2008.

As reported by the Troubled Company Reporter on December 22, 2008,Standard & Poor's Ratings Services said that it lowered itscounterparty credit rating on WellCare Health Plans Inc. to 'B-'from 'B'. The rating remains on CreditWatch, where it was placedon Oct. 25, 2007, with negative implications.

WEST CORP: Bank Loan Sells at Almost 25% Off in Secondary Market----------------------------------------------------------------Participations in a syndicated loan under which West Corp. is aborrower traded in the secondary market at 75.50 cents-on-the-dollar during the week ended February 20, 2009, according to datacompiled by Loan Pricing Corp. and reported in The Wall StreetJournal. This represents a drop of 1.96 percentage points fromthe previous week, the Journal relates. West Corp. pays 237.5basis points over LIBOR to borrow under the facility. The bankloan carries Moody's B1 rating and Standard & Poor's BB- rating.

Founded in 1986 and headquartered in Omaha, Nebraska, WestCorporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies,organizations and government agencies. West has a team of 41,000employees based in North America, Europe and Asia.

Whole Foods enjoys a robust historical track record, during whichsales grew at a 20% compound annual growth rate from 2003 to 2008from healthy same-store sales growth, new store development, andacquisitions. "Despite this growth," continued Ms. Kapur, "theweaker U.S. economy and the resulting change in consumer spendinghabits over the past few years have affected operatingperformance."

WL HOMES: Files for Chapter 11 Bankruptcy Protection----------------------------------------------------Denver Business Journal reports that WL Homes LLC has filed forChapter 11 bankruptcy protection in the U.S. Bankruptcy Court forthe District of Delaware.

According to Denver Business, WL Homes listed $500 million to$1 billion in debts. Court documents say that WL Homes has 25,000to 50,000 creditors. Citing WL Homes chief restructuring officerBradley Sharp, Denver Business states that the company hasrevolving credit facilities with Bank of America, Wachovia Bank,RFC Construction Funding LLC, Guaranty Bank, and other secureddebt totaling $350 million. Denver Business relates thatemployees who are owed wages are among the company's largestunsecured creditors.

Mr. Sharp, Denver Business states, said that unaudited financialstatements for WL Homes fiscal year ending November 30, 2008, showthat the firm had assets with a book value of approximately $1.3billion and debts totaling $977 million at the time. Revenuedropped from $948 million in 2007 to $248 million in 2008, DenverBusiness says, citing Mr. Sharp.

Denver Business relates that WL Homes said that it will use adebtor-in-possession line of credit to continue operations. Thereport states that WL Homes filed has sought the court'spermission to pay workers, hire bankruptcy counsel, and retainrestructuring specialists.

WL Homes said in a statement that it was reviewing all potentialoptions to meet capital requirements.

John Laing began as a builder in the United Kingdom and came tothe U.S. market in 1984. The company was sold to Dubai-basedEmaar Properties in 2006 for $1.05 billion. Emaar invested$613 million in the company, but eventually stopped funding. JohnLaing had a work force of 1,100 in 2006, but cut employees toabout 90 by the first week of February 2009. John Laing has 105real estate developments across the country. It also buildsluxury and custom homes.

The company filed for Chapter 11 bankruptcy protection on February19, 2009 (Bankr. D. Delaware Case No. 09-10571). Laura DavisJones, Esq., at Timothy P. Cairns assists the company in itsrestructuring effort. The company listed more than$1 billion in assets and $500 million to $1 billion in debts.

WORLD FINANCIAL: Moody's Cuts Ratings on 11 Classes of Notes------------------------------------------------------------Moody's Investors Service has downgraded the ratings on 11 classesof asset-backed notes issued by World Financial Network CreditCard Master Trust. These notes are backed by a revolving pool ofprivate label credit card receivables originated by WorldFinancial Network National Bank. This rating action concludesMoody's review that commenced on August 29, 2008.

Rationale

Moody's has a negative outlook on the credit card sector andbelieves the current economic environment makes several elementsof WFN's credit card programs vulnerable to significantperformance volatility. In particular, the protracted turmoil inthe credit markets has reduced the financial flexibility forcompanies, like WFN, that have relatively limited access to thecapital markets. That is not to say that Moody's believes aliquidity event is imminent; rather, Moody's believes that thecurrent market conditions have brought to the fore an increasedlikelihood that such an event could occur.

For the Trust, this challenge is compounded by characteristics ofWFN's credit card business, including its focus on private labelcredit cards. The current, consumer-led downturn in the economymay have a more pronounced effect on companies with significantexposure to either the retail sector, subprime obligors, or both.Moody's believes that performance on private label credit cardportfolios is even more susceptible to downturns in the economy asthese cards have limited utility compared to general purposecredit cards and may not rank high in cardholders' priority ofpayments if they are under financial duress. Private labelportfolios generally include obligors, who, on average, tend tocharge-off sooner and with more frequency compared to less risky(e.g., prime) borrowers.

The downgrades of WFN's ABS reflect concerns regarding thecontinued risk elements in WFN's funding and liquidity as well asin its performance from its focus on private label credit cards.

Performance Expectations

To date, collateral performance of the Trust has beendeteriorating more or less in line with industry. As of July2008, the Trust has an excess spread margin of 14.7% - well abovethe industry average. That means the Trust could absorbsignificantly higher charge-offs before hitting a collateralperformance-based early amortization trigger.

These performance expectations indicate Moody's forward-lookingview of the likely range of performance over the medium term.From time to time, Moody's may, if warranted, change theseexpectations. Performance that falls outside the given range mayindicate that the collateral's credit quality is stronger orweaker than anticipated when the related securities were rated.Even so, a deviation from the expected range will not necessarilyresult in a rating action nor does performance within expectationspreclude such actions. The decision to take (or not take) arating action is dependent on an assessment of a range of factorsincluding, but not exclusively, the performance metrics.

World Financial Network National Bank, a wholly-owned subsidiaryof Alliance Data Systems Corporation, is a national bankingassociation and a limited purpose credit card bank. The bankoriginates and finances private label revolving credit cardaccounts.

The Trust consists of private label credit card receivablesgenerated on accounts originated and underwritten by WorldFinancial Network National Bank. The receivables are generated byover 30 merchants and reflect purchases for both hard goods andsoft goods.

YELLOWSTONE CLUB: Court Says DIP Lender's Offer Chills Bidding--------------------------------------------------------------Bloomberg's Bill Rochelle reported a ruling by Ralph B. Kirscherof the U.S. Bankruptcy Court for the District of Montana that saidthat Yellowstone Mountain Club LLC's proposed bidding procedures"did not encourage third-party bids but rather, were drafted in afashion to ensure that CrossHarbor, the DIP lender, will be thesuccessful purchaser."

According to Mr. Rochelle, Judge Kirscher also found that the"bidding procedures are not transparent and flexible and they willnot encourage a process whereby the debtors find the best offerfor the assets."

Aside from denying approval of the bidding procedures in itspresent form, Judge Kirscher also denied an extension ofYellowstone Club's exclusive period to file a Chapter 11 plan. Asa result creditors and other parties-in-interest may now filecompeting plans.

Mr. Rochelle said that as a prelude to denying longer exclusivity,Judge Kirscher noted that Edra Blixseth, Yellowstone's owner, owesCrossHarbor $35 million. He also concluded that the plan filedthis month was a "collective effort" by Yellowstone, Blixseth, andCrossHarbor. Judge Kirscher, according to the report, allowedCredit Suisse Group AG, as agent for existing secured lenders owed$307 million, to conduct an investigation into the relationshipbetween Blixseth and CrossHarbor.

About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and DanQuayle. The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,Yellowstone Club filed for Chapter 11 bankruptcy protection in theU.S. Bankruptcy Court for the District of Montana. In itsbankruptcy petition, it listed debts of more than $360 million.

YOUNG BROADCASTING: Bank Loan Sells 62% Off in Secondary Market---------------------------------------------------------------Participations in a syndicated loan under which Young Broadcastingis a borrower traded in the secondary market at 38.00 cents-on-the-dollar during the week ended February 20, 2009, according todata compiled by Loan Pricing Corp. and reported in The WallStreet Journal. This represents a drop of 2.42 percentage pointsfrom the previous week, the Journal relates. Young Broadcastingpays 225 basis points over LIBOR to borrow under the facility.The bank loan carries Moody's Ca rating and Standard & Poor's Drating.

Headquartered in New York, Young Broadcasting Inc. --http://www.youngbroadcasting.com-- own 10 television stations and the national television representation firm, Adam Young Inc.Five stations are affiliated with the ABC Television Network(WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV -Richmond,VA, WATE-TV - Knoxville, TN, and WBAY-TV -Green Bay, WI), threeare affiliated with the CBS Television Network (WLNS-TV - Lansing,MI, KLFY-TV - Lafayette, LA and KELO- TV - Sioux Falls, SD), oneis affiliated with the NBC Television Network (KWQC-TV -Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - SanFrancisco, CA). In addition, KELO-TV-Sioux Falls, SD is also theMyNetwork affiliate in that market through the use of its digitalchannel capacity.

As reported by the Troubled Company Reporter on Jan. 19, 2009,Young Broadcasting did not make the $6.125 million interestpayment due Jan. 15 on the company's 8.75% Senior SubordinatedNotes due 2014 to preserve liquidity. Under the indenturerelating to the Notes, a 30-day grace period will apply to themissed interest payment.

Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,presents the Debtors in their restructuring efforts. The Debtorsproposed UBS Securities LLC as consultant, Ernst & Young LLP asaccountant, Epiq Bankruptcy Solutions LLC as claims agent, andDavid Pauker as chief restructuring officer. When the Debtorsfiled for protection from their creditors, they listed$575,600,070 in total assets and $980,425,190 in total debts.

Participations in a syndicated loan under which Ford Motor is aborrower traded in the secondary market at 32.71 cents-on-the-dollar during the week ended February 20, 2009, according to datacompiled by Loan Pricing Corp. and reported in The Wall StreetJournal. This represents a drop of 1.38 percentage points fromthe previous week, the Journal relates. The loan matures onDecember 15, 2013. Ford Motor pays 300 basis points over LIBOR toborrow under the facility. The bank loan carries Moody's B2rating and Standard & Poor's CCC+ rating.

Participations in a syndicated loan under which Hertz is aborrower traded in the secondary market at 68.22 cents-on-the-dollar. This represents an increase of 1.47 percentage pointsfrom the previous week. The loan matures December 21, 2012.Hertz pays 150 basis points over LIBOR to borrow under thefacility. The bank loan carries Moody's Ba1 rating and Standard &Poor's BB+ rating.

According to The New York Times, in the last six months, nonprofitgroups that include cultural institutions and social serviceagencies have filed to reorganize or liquidate themselves underthe bankruptcy code. NYT, charities used to rarely go bankrupt,although there have been scattered examples involving nonprofithospitals and Catholic dioceses facing lawsuits stemming from thepriest sexual abuse scandals. However, times have changed, andcourt filings by nonprofits have been more common as nonprofitshave been pressured by donors to operate more like businesses, NYTsaid.

* Gov't Working on Plan to Help Out Struggling Homeowners---------------------------------------------------------Laura Meckler at The Wall Street Journal reports that thegovernment is fine-tuning the Homeowner Affordability andStability Plan, aimed at helping struggling homeowners modifytheir mortgages or refinance through government-controlledmortgage giants Fannie Mae and Freddie Mac.

The plan, says WSJ, could cost up to $275 billion.

WSJ relates that while President Barack Obama promised helping upto nine million struggling homeowners, the plan will only be ableto help out as many as five million homeowners who have littleequity in their homes or even owe slightly more than their homesare worth.

The plan won't help everyone, including investors and thosealready deep in trouble, WSJ says, citing President Obama.According to WSJ, President Obama agreed that there might be abacklash from diligent homeowners who have been making theirpayments, suggesting they'd benefit from stable neighborhoods withfewer vacant houses. The report states that the plan doesn't finda way to spur demand, as an oversupply of homes drags down themarket. According to the report, some economists hoped that theplan would subsidize an interest-rate reduction for borrowers, butit appears designed to aid homeowners who might lose their homes.

WSJ states that the administration has set aside $200 billion innew backing for Fannie Mae and Freddie Mac, which will play acentral role in the rescue, and will spend about $75 billion tourge lenders to modify loan terms for people at risk offoreclosure or already in foreclosure proceedings. Lenders andthe government, WSJ says, would lower monthly payments to 31% ofhomeowners' income. The plan also includes incentives like a$1,000-a-year "pay for success" fees if a borrower stays currenton the loan, WSJ notes.

Citing critics, WSJ relates that the plan doesn't do enough toaddress the difficulty of altering loans packaged into securities.WSJ says that it would be harder for people to refinance theirmortgages if they owe much more than the house is worth or themortgages aren't owned or guaranteed by Fannie Mae or Freddie Mac.

President Obama, according to WSJ, said that he would support alegislation that would allow bankruptcy judges to modify terms ofloans. Lindsay Beyerstein at her Majikthise blog quoted TMCEconomy blogger Zach Carter as saying, "Obama is supporting a billin Congress that would enable bankruptcy judges to reduce theamount a borrower owes to the present value of the home. Thebeauty here is that investors who own the mortgage securities, nottaxpayers, will have to eat the losses. In short, investors willbe held responsible for making a poor investment."

Bank of America said it applauds the Obama administration'sHomeowner Affordability and Stability Plan focused on assistinghomeowners with their mortgage payments through refinancing and aloan modification program.

"We support the administration's focus on affordability in theloan modification and refinance processes in order to achievelong-term mortgage sustainability for homeowners," said BarbaraDesoer, president of Bank of America Mortgage, Home Equity andInsurance Services. "Bank of America is committed to helping ourcustomers sustain homeownership."

Bank of America last week announced a moratorium on foreclosuresales. Ms. Desoer said the moratorium will be extended untileligibility details for the Homeowner Affordability and StabilityPlan are released. Bank of America's foreclosure sales moratoriumincludes first mortgage loans owned and serviced by Bank ofAmerica, Countrywide and subsidiaries of Merrill Lynch, as well asthose owned by investors who have agreed to the terms of themoratorium. "We want to ensure that any borrower who hassufficient income and the desire to sustain homeownership has theability to do so using any and all tools we have available," Ms.Desoer stated.

"The administration's focus is consistent with the approach wehave successfully been using with our customers, which has led tomore than 230,000 loan modifications for our customers in 2008,and another 39,000 customers in January alone," said Ms. Desoer."We look forward to continuing to work with the Obamaadministration in the development of detailed guidelines for themodification and refinance plans to ensure success of theHomeowner Affordability and Stability Plan."

In 2008, Bank of America committed to offer over the next threeyears loan modifications to as many as 630,000 customers to helpthem stay in their homes, representing more than $100 billion inmortgage financing. More than 5,900 associates are focused onhome retention efforts on behalf of Bank of America andCountrywide customers.

* Experts Suggest Chapter 10 for Firms That Are "Too Big To Fail"-----------------------------------------------------------------As an alternative to a Chapter 11 bankruptcy or governmentbailout, two bankruptcy experts have suggested a new "chapter 10"bankruptcy to be established within the Bankruptcy Code forcompanies that are viewed as "too big to fail."

In response to financial distress of large companies, primarilythe "Big Three" automakers General Motors, Chrysler and Ford,authors Prof. George W. Kuney of the University of TennesseeCollege of Law (Knoxville, Tenn.) and Michael St. James of St.James Law PC (San Francisco) have laid out their idea in thearticle "A Proposal for Chapter 10: Reorganization for `Too Big toFail' Companies," to be published in the March 2009 issue of theAmerican Bankruptcy Institute Journal.

Messrs. Kuney and St. James found that a chapter 11 filing forcompanies such as the Big Three automakers "would inevitablyimpose great harm on vendors and other interrelated businesses."The authors said that the primary problem with the current chapter11 process was that a filing by a "too big to fail" (TBTF) companywas that it could result in a cascade of business failures andlayoffs for other nondebtor companies. The cascade of businessfailures would be due in large part to the "ordinary-course-of-business trade debts," such as vendor payments and payrollexpenses, that are put on hold for months or years while a companynegotiates a reorganization plan. Vendors dependent on thosepayments, such as auto suppliers, are also likely to fail as aresult of a TBTF company bankruptcy.

To remedy this potential problem of cascading business failures,the authors' proposal for a new chapter 10 bankruptcy centers onexcluding ordinary-course-of-business trade debts from the currentchapter 11 process. "This one modification will free thebankruptcy process for a TBTF company from administeringmultitudes of granular claims that are unrelated to its corefinancial problems," according to Messrs. Kuney and St. James."Since payables would not be disrupted by the bankruptcy filing,the bankruptcy of the TBTF company would not inevitably andautomatically lead to cascading business failures."

While providing the important exclusion for ordinary-course-of-business trade debts, the authors said that the chapter 10 processwould closely resemble the chapter 11 filing process. The chapter10 proposal would adopt the processes established by the currentchapter 11 structure with respect to the restructuring of ongoingcontractual relationships, modification or rejection ofcollective-bargaining agreements, restructuring of secured debtand the restructuring of rights and powers of the variousfinancial stakeholders and constituencies in the bankruptcy case.

To obtain a copy of "A Proposal for Chapter 10: Reorganizationfor `Too Big to Fail' Companies," please contact John Hartgen at703-739-0800 or via email at jhartgen@abiworld.org. In addition,make sure to visit ABI's Bankruptcy Town Hall Web site to readexpert opinions and view several quick polls about whether theU.S. automakers should file for bankruptcy or if the federalgovernment should provide further financial assistance to thestruggling companies. To view the ABI Bankruptcy Town Hall site,please visit http://townhall.abiworld.org/.

American Bankruptcy Institute is the largest multi-disciplinary,nonpartisan organization dedicated to research and education onmatters related to insolvency. ABI was founded in 1982 to provideCongress and the public with unbiased analysis of bankruptcyissues. The ABI membership includes more than 11,700 attorneys,accountants, bankers, judges, professors, lenders, turnaroundspecialists and other bankruptcy professionals, providing a forumfor the exchange of ideas and information. On the Net:http://www.abiworld.org/

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers'public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11cases involving less than $1,000,000 in assets and liabilitiesdelivered to nation's bankruptcy courts. The list includes linksto freely downloadable images of these small-dollar petitions inAcrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

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